This Agreement is a contract between you and Particity Limited trading as Ayda company no 11375698 (the “Ayda”) and applies to our website and the applications and services available from us, through our website or other platforms (the “Site” and the “Services”). Your use of the Site and the Services are governed by this Agreement.
This Agreement, together with other legal terms and legally required disclosures relating to your use of the Ayda Service will be provided to you, at all times on the Ayda website (typically located at the bottom of the landing page). This information may also be sent to you or appear in places on the Ayda website or otherwise where relevant to your use of the Services.
This Agreement is provided to you and concluded in English only. You agree that any use by you of the Site and the Services shall constitute your acceptance of the Agreement.
Some capitalised terms have specific definitions, and we have provided them in Section 12 or otherwise in the text of this Agreement. You will also find underlined words in this Agreement and on our website that hyperlink to relevant information.
Ayda is a project management platform that manages communication with, and compensation of, Participants recruited to take part in market research.
We work on behalf of businesses that facilitate, commission or conduct market research, acting as a commercial agent for these businesses (our “Customers”). Ayda only enables the management and compensation of Participants.
We agree to keep confidential, and for the sole use of a Customer, the potential Participant information that they upload to Ayda (email, first name, last name and incentive due).
We are not responsible for the performance, quality, timing, legality, failure to provide, or any other aspect whatsoever of any Participant. Nor do we have control over the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any persons within a Customer’s business using our Site or Services. Please note that there are risks of dealing with underage persons or people acting under false pretence.
To compensate Participants we work with third party services regulated by the Financial Conduct Authority and subject to Payment Service Regulation 2017, involving the issuing, holding and transferring of both real money and electronic money.
Protecting your privacy is very important to Ayda. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.
You may not transfer or assign any rights or obligations you have under this Agreement without Ayda’s prior written consent.
You are not permitted to transfer your Account to a third party.
Ayda reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to close your Account under section 6.
This Agreement is concluded in English only. We will communicate with you in English only.
You agree that Ayda may provide notice or other information to you by posting it on the Ayda website (including the posting of information which is only accessed by you by logging into your Account), emailing it to the email address listed in your Account, mailing it to the street address listed in your Account, calling you by phone, or sending you a “text” / SMS message.
You must have internet access and an e-mail account to receive communications and information relating to the Services.
With the exception of amendments to this Agreement, such notice shall be considered to be received by you within 24 hours of the time it is posted to the Ayda website or emailed to you. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent.
You may request a copy of any legally required disclosures (including this Agreement) from us and we will provide this to you in a form which allows you to store and reproduce the information (for example, by e-mail) and you may terminate your consent to receive required disclosures through electronic communications by contacting Ayda as described in section 1.6 below.
Ayda may charge you a Records Request Fee to provide a paper copy. Ayda reserves the right to close your Account (pursuant to section 6) if you withdraw your consent to receive electronic communications.
Notices to Ayda made in connection with this Agreement must be sent by postal mail to Ayda’s office: Ayda Limited, Unit 6 Queens Yard, White Post Lane, London, E9 5EN, United Kingdom.
We may at any time amend, delete or add to this Agreement, including the Fees and other amounts which apply to your Account (a “Change”) by posting a revised version of this Agreement on the Ayda website. A Change will be made unilaterally by us and you will be deemed to have accepted the Change after you have received notice of it. We will give you 1 months’ notice of any Change with the Change taking effect once the 1 month notice period has passed, except the 1 month notice period will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which neither reduces your rights nor increases your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately. If you do not accept any Change, you must close your Account following the account closure procedure set out in section 6 (Term and closing Your Account). If you do not object to a Change by closing your Account within the 1 month notice period, you will be deemed to have accepted it. While you may close your Account at any time and without charge, please note that you may still be liable to us after you terminate this Agreement for any liabilities you may have incurred and are responsible for prior to terminating this Agreement and please further note our rights under section 6 (Term and closing Your Account).
To be eligible for our Services, you must (i) be a resident of the UK; (ii) have full legal capacity to enter into a contract; and (iii) if you are an individual, be at least 18 years old. You further represent and warrant to us in registering for an Account with us that you are not acting on behalf of, or for the benefit of, anyone else, unless you are opening a Business Account for and under the direction of the company that employs you.
If you are not acting for the company that employs you, the new Account must be in your own name only.
We have two types of Accounts: Participant Accounts and Business Accounts.
Unless otherwise agreed, you may hold not more than one Participant Account and one Business Account.
By opening a Business Account and accepting the terms as outlined in this Agreement, you attest that you are not establishing the Account primarily for personal purposes.
Company Check forms part of our Know Your Customer procedure and is a process where Ayda reviews a request from a Business to create a new Business Account. Where a Company Check finds problem, permission to create a Business Account will not be granted.
Unless your Business Account is restricted, you may access details of your projects, associated payments and other information relating to your Account and its history by logging into your Account. As part of any Account creation process (applies to both Participant and Business Accounts), you will be asked to provide a username or email address and password unique to the Account (“Login Information”).
You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately.
You are solely responsible for any activities occurring under your Account.
You have no ownership right to your Account. If you are registering on behalf of a company that employs you, that company may have administrator rights to access your account and any information provided under your Account.
In order to fund Participant compensation, you will need to make a transfer from your business bank account to Ayda.
You are not required to keep a balance with Ayda at all times, but if you use the Service to pay Participants you need to have transferred sufficient funds to our incentive deposit account to cover the amount of the payment (incentive allocation plus fees plus 20% VAT on fees). This is because, when you authorize payment to a Participant, you are instructing us to release money from the balance of your Account and make it available for the recipient to draw down, in each case according to your Payment Instruction and subject to the terms of this Agreement. You are not permitted to have a negative Account balance. The Service does not allow for any extension of credit to Users.
In the natural course of business, we use both real world and e-money service providers. In the event of any incident or problem relating to these service providers, we shall be directly responsible to our Customers and liaise with the service providers taking reasonable steps to ensure that the incident or problem is resolved as soon as reasonably practicable.
Subject to the terms of this Agreement, your Payment Instruction for a payment to a Participant is your instruction and authorisation to us to make the money allocated to that Participant available so they can claim it.
Subject to the terms of this Agreement (and your compliance with the same), you agree that we will execute a Payment Instruction made by you via your Business Account and make the money available to the Participant(s) whom you are paying, as soon as the payment schemes available to Ayda allow (which can be next Business Day) following the date you gave us and we received your valid Payment Instruction. This is subject to you providing us with:
Our obligation to execute Payment Instructions as set out above in this section 4.1 only applies to payments executed between Users with registered Accounts in the United Kingdom (“UK”); and in the currency of Pounds Sterling. Once your Payment Instructions has been provided to us, you may not revoke it or otherwise withdraw your consent to the execution of the payment transaction.
We are under no obligation to execute your Payment Instruction if you have not transferred sufficient funds to Ayda. We reserve the right not to action a Payment Instruction made by you until we receive cleared funds (this also means, without limitation, that Ayda is not obliged to settle a refund transaction before having received funding for the original transaction).
We notify a Participant by both email and text SMS when money is available to them. Although the money is available for the recipient Participant to draw down, the recipient is not required to accept it. You agree that you will not hold Ayda liable for any damages resulting from a recipient’s decision to not accept a payment made through the Service. Should this occur we will return any unclaimed payment to your Ayda balance within 180 Days after the date you initiated the payment.
You may withdraw funds by electronically transferring them to your bank account (this withdrawal/redemption functionality is sometimes known as “transfer to bank”). The currency of the bank account into which you request the redemption must be Pounds Sterling.
You agree to comply with our requests to verify your identity before we redeem money to you to allow us to reduce the risk of fraud or to otherwise comply with anti-money laundering or other legal obligations.
Redemption transactions from your Participant Account to a UK bank account will be executed within the timeframes set out in section 4.3.
We may review your withdrawal transaction to mitigate any risks and/or to prevent money laundering and to ascertain whether any Restricted Activity (as set out in section 8) is taking place (“Redemption Risk”). Where a Redemption Risk is identified by us, we reserve the right to restrict your Participant Account.
It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Ayda is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
This Agreement starts when you successfully register for a Ayda account and ends when your Account is closed for whatever reason, except that this Agreement survives termination to the extent and for so long as we require to deal with the closure of your Account and to comply with applicable laws and regulations.
You can close your Participant Account at any time by logging in and clicking on the “Delete Account” link, and then following the instructions.
You can close your Business Account at any time by contacting us directly on support@helloayda.com.
We may close your Account at our convenience by providing you with one months’ prior notice. We may also close your Account at any time where:
When your Account is closed:
Business Account holders will remain liable for all outstanding obligations under this Agreement related to your Account prior to closure;
Fees are only charged to a Customer when a project is activated. Total project cost shows a combined total of incentive allocation plus fee plus 20% VAT, applicable on fee only.
To request a Pro Forma invoice email accounts@helloayda.com with details of your project. Please include incentive allocation along with any details required by your accounts department i.e. job name/job number/purchase order.
VAT receipts are issued on the 1st of every month, covering activity the month prior.
There is no charge to Participants when using our Site or Services.
In connection with your use of our website, your Account, or the Services, or in the course of your interactions with Ayda, a User or a third party, you will not:
You agree that engaging in the above Restricted Activities diminishes your or other Ayda’s customers’ safe access and/or use of your Account or the Service generally.
You agree to perform the following actions to keep your Account safe:
You are responsible for all fees, fines, penalties and other liability incurred by Ayda, a Ayda User, or a third party caused by your use of the Services and/or arising from your breach of this Agreement. You agree to reimburse Ayda, a User, or a third party for any and all such liability.
If we have reason to believe that you have engaged in any Restricted Activities, we may take various actions to protect Ayda, a User, a third party, or you from fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
If we suspect that your Account has been accessed without your authorisation, we may suspend, or limit, your access to your Account or the Services. If we limit access to your Account, we will provide you with notice and opportunity to request restoration of access if appropriate.
Ayda reserves the right to request additional information from you, other than what is referred to in this Agreement, to allow it to comply with regulatory obligations. You agree to comply with any request for further information as we reasonably require to enable us to comply regulatory obligations. This may include, without limitation, requiring you to fax, email or otherwise provide to us certain identification documents.
Our decisions to take the actions set out in this section 9 and any other actions we take under this Agreement, whether they restrict or extend your access to the Service, our infrastructure, our websites, our software or our systems (including any networks and servers used to provide any of the Services) whether operated by us or on our behalf may be based on confidential criteria that are essential to our management of risk and the protection of Ayda, our customers and/or service providers. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures or our confidential information to you.
If a dispute arises between you and Ayda, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Ayda regarding our Services may be reported by email support@helloayda.com, or by calling the telephone number located on the Ayda website and by logging into your Account.
If you have a complaint to make about us, you may choose to escalate it by contacting the UK Financial Ombudsman Service (FOS). For UK resident Users only – the FOS is a free, independent service, which might be able to settle a complaint between you and us. You may obtain further information regarding the FOS and contact the FOS at http://www.financial-ombudsman.org.uk or by visiting the EU’s Online Dispute Resolution site at https://ec.europa.eu/consumers/odr.
This Agreement and the relationship between us shall be governed by the laws of England and Wales, subject to your local mandatory rights.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of this Agreement and our liability in these circumstances is limited as set out in the remainder of this section.
In no event shall we, persons who act on our behalf, and/or the persons we enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to this Agreement (whether in contract, tort (including, without limitation, negligence) or otherwise:
Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, wilful misconduct, for death or personal injury resulting from either our or our subcontractor’s negligence or to the extent such limitation or exclusion is not permitted by applicable law.
We provide to you the Services, our infrastructure, our website, our software, and systems (including any networks and servers used to provide any of the Ayda services) whether operated by us or on our behalf subject to your statutory rights but otherwise without any warranty or condition, express or implied, except as specifically stated in this Agreement. Ayda does not have any control over the services that are paid for with our Service and Ayda cannot ensure that the Participant you are dealing with will actually complete the transaction or is authorised to do so. Ayda does not guarantee continuous, uninterrupted or secure access to any part of our Services, our infrastructure, our websites, our software, and systems (including any networks and servers used to provide any of the Ayda services) whether operated by us or on our behalf. We shall not be liable for any delay in the failure in our provision of the Services, our infrastructure, our website, our software, and systems (including any networks and servers used to provide any of the Ayda services) whether operated by us or on our behalf. You acknowledge your access to the Services, our infrastructure, our websites, our software, and systems (including any networks and servers used to provide any of the Ayda services) whether operated by us or on our behalf, may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We make every effort to ensure that the information contained in our correspondence, reports, on the website and given verbally is accurate to the best of our belief at the time the information is provided. However, we cannot guarantee the accuracy of all such information in all circumstances and contexts, and no reliance should be placed on such information by you. You must check all correspondence between us carefully and tell us as soon as possible if it includes something which appears to you to be wrong or not made in accordance with your instructions. In the event that Ayda decides to discontinue any of the Ayda services or any portion or feature of the Ayda services for any reason, Ayda will give you at least one (1) months’ prior notice before discontinuing the service or feature, unless Ayda determines in its good faith judgement that: (1) such service or feature must be discontinued sooner as required by law or a third party relationship; or (2) doing so could create a security risk or substantial economic or material technical burden. You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Services, including but not limited to, those related to taxes or currency transactions.
You agree to defend, reimburse or compensate us (known in legal terms to “indemnify”) and hold Ayda, the people who work for us or who are authorised to act on our behalf (including, without limitation, our service providers) harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your or your employees’ (or, where a third party otherwise acts on your behalf with your permission, that third party’s) actions and/or inactions, breach of this Agreement, breach of any law, breach of the rights of a third party, use of your Ayda account and/or use of the Services, our infrastructure, our websites, our software and our systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf.
This Agreement sets forth the entire understanding between you and Ayda with respect to the Service. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of third parties which exists or is available apart from that Act.
The URLs representing the Ayda website, “Ayda,” and all related logos of our products and services described in our website are copyrighted by Ayda. In addition, all page headers, custom graphics, button icons, and scripts are copyrighted by Ayda. You may not copy, imitate, modify, alter, amend or use them without our prior written consent.
This document was last updated on 20 March 2022.
