PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR PLATFORM.YOUR ATTENTION IS DRAWN IN PARTICULAR TO CLAUSE 9 (LIABILITY).
Last updated on: 16th August 2023
1. Background
About Ayda Platform. Ayda Platform (Platform) is an online solution available via https://www.helloayda.com/, which provides seamless end-to-end participant and research management tools for organisations carrying out research projects (Researchers), including enabling research participants to claim their Incentives via several payments and rewards methods.
1.2. Why have you received an invitation to join our Platform? You have received an invitation to join the Platform because a Researcher registered on our Platform has indicated you may wish to participate in their research projects or otherwise invited you to access the Platform(Research Projects).
1.3. Please note that activating an account on our Platform does not necessarily mean that you will be able to participate in any specific Research Project. In order to be eligible to participate, theResearcher will need to nominate you as eligible to participate by inviting you to participate. The Platform allows Researchers to schedule research projects, send you invitations to participate, communicate with you and ask you to sign documentation generated by the Researchers, for example Non-Disclosure Agreements and consents (ResearchDocumentation). The Platform also allows the Researchers to reward you for participating in Research Projects by providing you with Incentives in the form of cash payments, e-money, vouchers and/or other rewards (Incentives), which you can claim and/or redeem via the Platform
2. About us
2.1. Who operates the Platform? The Platform is operated and provided to you by Particity Limited (trading as Ayda) incorporated and registered in England and Wales with company number 11375698 (Ayda/we/us/ours).
2.2. How to contact us. If you have any questions or comments regarding the Platform or how to claim or redeem your Incentives, you can contact us via the support function on the Platform by writing to us at support@helloayda.com.
2.3. How we may contact you. If we have to contact you directly, we will do so by writing to you at the email address provided to us in your account registration or notified to us later. Please ensure that your contact details are always up-to-date. We may also write to you at the address provided by you during your account registration.
2.4. Language of notices and communications. All notices and communications between you and us will be in English.
3. About these Terms
3.1. What do these terms cover and why you must read them? These terms and conditions(Terms) govern the use of the Platform by participants, i.e. individuals invited by Researchers to join the Platform to participate in Research Projects. They also apply to the process of claimingIncentives, which may be awarded to you by the Researchers. These Terms tell you who we are, how you can use the Platform, how we may change these terms or suspend or close your Account, what to do if there is a problem and other important information. You must read these Terms carefully before you activate an account on the Platform (Account).
3.2. Updates to these Terms. If we need to make any changes to these Terms, we will post a new version of these Terms on the Platform. We will try to notify you in advance of the new Terms, for example by posting a notification on the Platform. If you do not agree to our new Terms, you should notify us that you reject the proposed new Terms. Your rejection will mean that you wish to terminate this agreement and close your Account. If we do not hear from you, we will assume that you have accepted the changes, and you will be deemed to have accepted the new Terms.
4. Agreement
4.1. Eligibility to use the Platform. The relevant Researcher has assessed your eligibility to participate in their Research Project(s) and has requested that we open an Account for you. You must be at least 18 years old to use the Platform. If we believe that you are not at least 18 years old, we will have the right to refuse to open an Account for you.
4.2. Your right to use the Platform is personal to you. Your right to use the Platform is personal to you and you cannot access and use it (including by participating in Research Projects) on behalf of someone else, or allow someone else to use it on your behalf
4.3. Legally binding agreement. By confirming your acceptance of these Terms and/or continuing to use the Platform, you agree that a legally binding agreement will come into force between you and us on these Terms.
4.4. Provision of information and documentation. We may require certain information and/or documentation from you before process any Incentives for you, as such information may be required by the third-party payments processing and rewards providers. You will promptly provide all such information and documentation as we reasonably request. All information and documentation provided by you must be accurate, truthful, and not misleading. We reserve the right to delay the processing of your Incentive redemption request (or refuse to process it) (as we deem reasonably necessary) pending completion of any due diligence checks carried out by our third-party payments processing and rewards providers. You will notify us promptly of any changes to such information and documentation. You acknowledge and agree that we will not be liable to you for any loss suffered by you as a result of or in connection with: (i) any delay or 2failure in the provision of information and documentation required by us; and/or (ii) any failure by you to keep such information and documentation updated.
4.5. Privacy Policy. We will collect some personal data about you in connection with your use of the Platform. For information regarding what personal data we collect, how we process it, and how long we retain it, please see our Privacy Policy.
5. Availability and changes to the Platform
5.1. Availability of the Platform. You acknowledge that the Platform is made available via the internet and as a result, the availability of the Platform (and your access to the Platform) maybe subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently (i) we do not warrant that the use of the Platform will be uninterrupted error-free; and (ii) we will not be responsible for any delays, delivery failures, or any loss resulting from the transfer of (or failure to transfer any) data over communications network sand facilities, including the internet.
5.2. Changes to the functionality of the Platform. We have the right to make any changes to the functionality of the Platform from time to time without notice, including, without limitation: (a)to address the Platform users’ needs; (b) to comply with any applicable laws; and/or (c) to add new functionality and/or improve existing functionality (including integrating the Platform with third-party platforms and services).
6. Use of the Platform
6.1. Access to the Platform is free of charge. We do not charge research participants any fees for access to the Platform.
6.2. Security of your Account. You must keep the Account access credentials secure and not share them with anyone else. You must report to us immediately if the security of the Account has been compromised or if you reasonably suspect that someone may have gained unauthorised access to the Account. We will not be liable to you for any losses you may suffer as a result of a failure to keep the Account access credentials confidential and secure.
6.3. Intellectual property rights in the content posted on our Platform and your right to use them. We are the owner or the licensee of all intellectual property rights in our Platform and all material published on the Platform (including our names and our logos, but excluding all Research Documentation uploaded by the Researchers). This means that (other than in accordance with these Terms):(a) you may print off one copy and may download extracts of any page(s) from our Platform for your personal use only; and(b) you must not use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us.
6.4. No data mining or web scraping. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Platform or the services provided via our Platform. This includes using (or permitting, authorising or attempting the use of): (a) any"robot", "bot", "spider", "scraper" or other automated devices, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same; and (b) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
6.5. Prohibited behaviours. You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not use the Platform to transmit any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity or any activity which is in breach of any applicable laws or regulations; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability; or (vi) is otherwise illegal or causes damage or injury to any person or property.
6.6. No unauthorised access. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored, or any server, computer or database connected to our Platform.
6.7. Third-party sites, products and services. Where our Platform contains links to other sites and resources provided by third parties, these links are provided for information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Any interaction (or dispute) you may subsequently have with those third parties is subject to those third parties’ terms only.
6.8. Suspension of your Account. We may suspend your access to your Account at any time if:(a) you have failed to comply with these Terms;(b) we have good reason to believe you are involved in any unlawful or illegal activity, or are using the Account for any other unlawful purpose;(c) any information provided by you is false, or if you fail to provide us with information that we reasonably request from you;(d) we have good reason to believe this is necessary for security reasons;(e) we reasonably believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority; and/or(f) your Account has been inactive for more than two years,
7. Participating in Research Projects
7.1. Our role is limited. Our role in relation to Research Projects is limited to: (a) facilitating the use of the Platform by the Researchers, who are solely responsible for managing their ResearchProjects (including all communications with you, assessing your eligibility to participate, inviting you to participate, and issuing Incentives); (b) facilitating the technology to enable you to participate in Research Projects and claim/redeem your Incentives. We do not participate in anyResearch Projects and we are not responsible for any matters related to your participation, including in respect of your eligibility to claim/redeem Incentives. Further, we will not at any stage provide you with any advice or recommendation in respect of any Research Project and/orin respect of any Documentation. You acknowledge and agree that it is your responsibility to understand all Documentation you are asked to sign and seek independent legal advice if appropriate.
7.2. Your participation in Research Projects may be subject to Researcher terms and conditions. Your participation in any Research Projects may be subject to terms and conditions and rules prescribed by the Researchers, including any Documentation you are asked to sign asa condition of participation. We are not a party to any such agreements and/or Documentation and will not be liable to you for any matters related to such agreements and/or Documentation.You should review all such Documentation and agreements carefully before you sign them and if necessary, seek independent legal advice.
7.3 Claiming or redeeming Incentives. If you are awarded any Incentives by the Researchers managing the Research Projects in which you participate, the Platform provides you with the ability to claim or redeem such Incentives. We partner with third parties providing payment and rewards services. Please note that your ability to claim or redeem Incentives is conditional on the Researcher organisation making the Incentives available, including by ensuring that sufficient funds have been paid to us by the Researcher to cover the amount of the Incentives. We will not be responsible for and will not be liable to you if your Incentives claim or redemption fails as a result of insufficient funds or other errors or failures of the Researchers. You will be notified to redeem or claim an Incentive but please note the Incentive Claim Window (meaning the number of days the Researcher gives you to claim an Incentive before your right to claim that Incentive is revoked) is at the discretion of the Researchers and not Ayda and Ayda cannot be held responsible for any failure by you or the Researchers to redeem an Incentive.
7.4. Taxes. It is your responsibility to determine what, if any, taxes apply to the Incentives you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We will not be responsible for determining whether taxes apply to your Incentives, or for collecting, reporting or remitting any taxes arising from any transaction.
8. Confidentiality
8.1. We will not be required to breach our confidentiality obligations. You acknowledge and agree that we will not be obliged to disclose to you or take into consideration (or require any third party to do so) any information: (a) which is confidential or subject to any other nondisclosure obligation (whether contractual, statutory or under common law); (b) relating to the nature or extent of any interest we, any of our group companies or affiliates, any other clients or any other third party has in any investment in which you may also have an interest; or (c) which we are not required to disclose to you pursuant to any applicable law or regulation or these Terms, and/or which is not in our reasonable opinion related to our obligations under these Terms and/or the Platform.
8.2. Confidentiality obligations. Each party undertakes that it will not at any time during this agreement, and for a period of two (2) years after termination of this agreement, disclose to any person any confidential information belonging to the other party except as permitted by clause
8.3. You acknowledge that any content published on the Platform (including allTransaction Documentation) is our confidential information, and all data, documentation and information provided by you are your confidential information.
8.3. Permitted disclosures of confidential information. Each party may disclose the other party's confidential information: (a) to those of its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information are aware of that party’s obligations under this clause 8; (b) if (and only to the minimum extent) required by the rules of any listing authority or stock exchange on which its (or its group companies’) shares are listed (if applicable); and (c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. You acknowledge and agree that we can disclose your confidential information to the Company and any Investor, to the extent necessary in connection with our services and any Transaction.
8.4. No party will use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
9. Liability
9.1. Types of liability covered. References to liability in this clause 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2. Liability for deliberate default is not limited or excluded. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default or fraud.
9.3. Liability which we do not exclude or limit. Nothing in this agreement excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
9.4. When we will not be liable to you. We will not be liable to you for any loss or damage arising in connection with your use of the Platform and/or receipt of any Incentives which:(a) was not foreseeable at the time this agreement became binding on you and us. By ‘foreseeable’ we mean that it is something we and you could predict would happen or that is a normal consequence of our non-compliance with these Terms or our failure to use reasonable skill and care;(b) was not caused by our breach of these Terms or our failure to use reasonable skill and care;(c) is related to any business or commercial activity you carry on, and includes any business losses, loss of profit and loss of business opportunity (d) was caused by events outside of our (or our agents’ or subcontractors’) control which we could not have avoided (for example war or industrial action);(e) was caused by your breach of these Terms or any laws or regulations; and/or(f) was caused by any third parties, including the Researchers (unless we are responsible for the actions of such third parties).
9.5. Your liability to us. You will compensate us for any loss or damage we suffer (including any expenses and costs incurred by us, such as legal fees) if you are fraudulent in your use of thePlatform. You will remain liable even after this agreement is terminated.
10. Termination
10.1. We can terminate this agreement and close your Account in exceptional circumstances. In any of the circumstances listed in clause 6.8 (Suspension of your Account) we may choose to terminate this agreement and close your Account, if, in our reasonable opinion, the circumstances cannot be rectified and/or it is no longer viable or possible to continue to provide you with access to the Account. We can also terminate this agreement and close your Account if: (i) we are instructed to do so by the relevant Researcher; and/or (ii) if our agreement with the Researcher organisation is terminated for any reason.
10.2. You can cancel this agreement and close your Account at any time. You can close your Account at any time by contacting us via the Platform or email, or by deleting your Account on our Platform.
11. Other important terms
11.1. Uncontrollable events. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from any Uncontrollable Events. “Uncontrollable Event” is an event outside the parties' reasonable control including, without limitation: natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war or armed conflict; nuclear, chemical or sonic boom, collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors.
11.2. Relationship of the parties. The parties are independent businesses and not partners, principal and agent (other than as expressly specified in these Terms), or employer and employee, or in any other relationship of trust to each other.
11.3. Transfer of rights and obligations under this agreement. You may not assign, transfer, subcontract or encumber any right or obligation under this agreement, in whole or in part. We may assign, transfer, subcontract or encumber any right or obligation our rights and obligations under these Terms to another business without your consent, but we will notify you of the transfer and make sure that your rights are not adversely affected as a result.
11.4. Third party rights. This agreement is not intended to and does not give any person who is nota party to it any right to enforce any of its provisions.
11.5. Invalid provisions. If any clause in these Terms (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.
11.6. Taking action when you are in breach of these Terms. If you breach these terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.
11.7. Entire agreement. These Terms contain the whole agreement between you and us relating to the Platform and our services, and supersede any prior agreements, representations or understandings between us unless expressly incorporated by reference in this agreement. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
11.8. Laws that apply to this agreement and courts where claims can be resolved. These Terms are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland or any other country, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in. Nothing in this clause affects your rights available to you under any applicable local laws in the place where you normally reside
1. About these Terms and Conditions, the Platform and the Services provided by Ayda
1.1. These terms and conditions (Terms) are a legal agreement between:
1.1.1. researchers, i.e. organisations wishing to use the Platform to manage their research projects (Customers), who register online to use the Platform; and
1.1.2 Particity Limited (trading as Ayda), a limited company incorporated and registered in England and Wales with company number 11375698 and, c/o Jump Accounting, 33 Queen Street, London, United Kingdom, EC4R 1AP
1.2. This agreement becomes binding between the Parties in accordance with clause 2 (Commencement and duration). By confirming your request to join the Platform you confirmthat you are properly authorised by the Customer to enter into a legal agreement on behalf ofthe Customer.
1.3. The Platform is an online software solution developed by Ayda, and which is made available tothe users via https://www.helloayda.com/.
1.4. The definitions and rules of interpretation set out in Schedule 1 apply in these Terms.
2. Commencement and Term
2.1. Expression of intention by the Customer to join the Platform constitutes an offer by theCustomer to gain access to the Platform and receive the services from Ayda in accordance withthese Terms. The Customer is responsible for ensuring that all registration details requested byAyda and provided by the Customer are complete and accurate.
2.2. A legally binding agreement between Ayda and the Customer (Agreement) for the provisionof access to the Platform and the related services shall come into force on the date when theCustomer’s registration on the Platform is approved by Ayda by activating the Customer’saccount on the Platform (Commencement Date), and shall continue until: (a) either Party servesnot less than thirty (30) days’ notice in writing to the other Party; or (b) it is otherwise terminatedin accordance with the provisions of these Terms.
2.3. These Terms apply to the Agreement between the Customer and Ayda to the exclusion of anyother terms that the Customer seeks to impose or incorporate, or which are implied by trade,custom, practice, or course of dealing. The Customer waives any right it might otherwise haveto rely on any term endorsed upon, delivered with or contained in any documents of theCustomer that is inconsistent with these Terms.2
3. Platform services
3.1. Ayda shall make the Platform available for use by the Customer’s Authorised Users during theTerm, on and subject to these Terms.
3.2. Ayda shall have the right to reject any Customer Data for inclusion on the Platform, if, in Ayda’sreasonable opinion, such Customer Data does not comply with any Applicable Laws and/orcould, in Ayda’s reasonable opinion, adversely affect Ayda’s reputation. However, Ayda shall beunder no obligation to review any Customer Data for accuracy, completeness, appropriatenessor lawfulness.
3.3. The Customer acknowledges that Ayda does not participate in any research projects involvingParticipants and is not a party to any arrangements or agreements the Customer concludes withsuch Participants, even if such arrangements or agreements are made via the Platform. In theevent of any complaints or disputes between the Customer and any Participant, Ayda shall usereasonable endeavours to assist the Customer, but Ayda shall be under no obligation toparticipate in any dispute resolution process or proceedings between the Customer and anyParticipant.
3.4. Ayda shall use reasonable endeavours to make the Platform available 24 hours a day, 7 days aweek, except for: (i) planned maintenance carried out during the maintenance window of 10.00pm to 2.00 am UK time; and (ii) unscheduled maintenance performed outside of NormalBusiness Hours. Ayda will use reasonable endeavours to give the Customer at least 3 NormalBusiness Hours’ notice in advance of any unscheduled maintenance.
3.5. The Customer acknowledges that the Platform is made available via the internet and as a result,the availability thereof may be subject to limitations, delays and other problems inherent in theuse of such communications facilities. Consequently, the Customer acknowledges and agreesthat Ayda: (i) does not warrant that the Authorised User’s use of the Platform will beuninterrupted or error-free; and (ii) will not be liable for any delays, delivery failures, any failureof the Authorised User’s equipment, or any loss or damage resulting from the transfer of dataover communications networks and facilities.
3.6. Ayda shall have the right to make any changes to the functionality of the Platform from time totime, including: (i) to address its users’ and participants’ needs; (ii) to comply with any ApplicableLaws; and/or (i) changes that do not materially adversely affect the nature or quality of thePlatform, including any updates, upgrades and new releases of the software underlying thePlatform.
3.7. Ayda shall provide the Customer, its Authorised Users and Participants with Ayda’s technicalsupport services during Normal Business Hours in accordance with Ayda’s standard supportservices policy.
3.8. Ayda shall follow its standard archiving procedures for all Customer Data. In the event of anyloss or damage to Customer Data, the Customer's sole and exclusive remedy against Ayda shallbe for Ayda to use reasonable commercial endeavours to restore the lost or damaged CustomerData from the latest back-up of such Customer Data maintained by Ayda in accordance with itsarchiving procedures. Ayda shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties subcontracted by Ayda to perform services related to Customer Data maintenance and back-up forwhich it shall remain fully liable).
4. Access and use of the Platform by Authorised Users
4.1. Subject to the Customer paying the Commission and the restrictions set out in this clause 4 andother terms of these Terms, Ayda hereby grants to the Customer a non-exclusive, nontransferable right and licence, without the right to grant sublicences, to permit its AuthorisedUsers to use the Platform during the Term, solely for the Customer’s internal businessoperations.
4.2. The Customer shall ensure that all its Authorised Users have appropriate authority to use thePlatform on behalf of the Customer, including to create and manage research projects on behalfof the Customer, and to carry out any other activities enabled by the Platform. Ayda shall notbe required to verify any powers or authorisations granted to the Authorised Users of theCustomer, and all use and all actions completed via the Platform by the Authorised Users of theCustomer shall be deemed by Ayda to have been validly carried out by the Customer.
4.3. Authorised Users may be required to provide certain information in order to activate theiraccounts. Failure to provide any such information may result in the relevant Authorised User’saccount not being created, which will prevent such Authorised User from accessing the Platform.
4.4. In relation to the Authorised Users, the Customer undertakes that it will use reasonableendeavours to ensure that (i) any Authorised User account is not used by more than oneindividual Authorised User (unless an account is re-assigned by Ayda to a different AuthorisedUser upon the Customer’s request) and (ii) each Authorised User shall use secure accesscredentials to sign in to the Platform and shall keep a secure password and other logininformation confidential. Ayda shall not be liable to the Customer and/or any Authorised Userfor any loss or damage caused as a result of a breach by any Authorised User of this Clause 4.4.
4.5. The Customer shall not, and shall use reasonable endeavours to ensure that its Authorised Usersshall not, access, store, distribute or transmit any viruses, or any material during the course oftheir use of the Platform that: (i) is unlawful, harmful, threatening, defamatory, obscene,infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity or any activitywhich is in breach of any Applicable Law; (iii) depicts sexually explicit images; (iv) promotesunlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexualorientation, or disability; or (vi) is otherwise illegal or causes damage or injury to any person orproperty. Ayda reserves the right, without liability or prejudice to its other rights, to removefrom the Platform any material that breaches the provisions of this Clause.4.6. The Customer shall not, and shall procure that its Authorised Users shall not:
4.6.1. except as may be allowed by these Terms and/or any Applicable Law which is incapableof exclusion by agreement between the Parties and except to the extent expresslypermitted under these Terms: (i) attempt to copy, modify, duplicate, create derivativeworks from, frame, mirror, republish, download, display, transmit, or distribute all or anyportion of the Platform and/or any Content made available via the Platform (as 4applicable) in any form or media or by any means; or (ii) attempt to de-compile, reversecompile, disassemble, reverse engineer or otherwise reduce to human-perceivable formall or any part of the software underlying the Platform;
4.6.2. access all or any part of the Platform in order to build a product or service whichcompetes with the Platform;
4.6.3. use the Platform to conduct any form of advertising;
4.6.4. conduct any form of text or data mining or web scraping in any form;
4.6.5. establish links to the Platform (including redirections) without Ayda’s prior writtenconsent (which may be withdrawn by Ayda at any time);4.6.6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwisecommercially exploit, or otherwise make the Platform available to any third party exceptthe Authorised Users and Participants in accordance with these Terms, or
4.6.7. attempt to obtain, or assist third parties in obtaining, access to the Platform, other thanas provided under this clause
4.4.7. The Customer acknowledges and agrees that in the event of a material breach and/or persistentbreaches of clause 4.5 and/or clause 4.6 by any Authorised User, Ayda shall have the right, atits sole discretion, to suspend or withdraw the right of use and access to the Platform for anysuch Authorised User and/or the Customer.
4.8. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or useof, the Platform and, in the event of any such unauthorised access or use, shall promptly notifyAyda.
4.9. The rights provided under this clause 4 are granted to the Customer only, and, unless otherwiseagreed in writing between the Parties, shall not be considered granted to any subsidiary orholding company of the Customer.
5. Customer’s obligations
5.1. The Customer shall:
5.1.1. provide Ayda with: (i) all necessary co-operation in relation to these Terms; and (ii) allnecessary access to such information as may be reasonably required by Ayda, in orderto facilitate the use of the Platform, including but not limited to Customer Data;
5.1.2. without affecting its other obligations under these Terms, comply with all ApplicableLaws with respect to its activities under these Terms;
5.1.3. ensure that the Authorised Users use the Platform in accordance with these Terms andshall be responsible for any Authorised User's breach of these Terms; and
5.1.4. obtain and shall maintain all necessary licences, consents, and permissions necessaryfor Ayda, its contractors and agents to perform their obligations under these Terms.
5.5.2. The Customer shall own all right, title and interest in and to all of the Customer Data that is notpersonal data and shall have sole responsibility for the legality, reliability, integrity, accuracy andquality of all such Customer Data.
6. Pre-paid Funds and Commission
6.1. The Customer shall pay to Ayda the Commission in accordance with this clause 6.
6.2. The Customer acknowledges and agrees that
6.2.1 - the Customer’s ability to issue Incentives toParticipants (and the Participants’ ability to claim them) is conditional upon the Customer prefunding all such Incentives and applicable Commission (inclusive of VAT) in advance by makinga payment of sufficient amount of funds (Pre-paid Funds) into Ayda’s account (as notified inwriting by Ayda to the Customer from time to time). All Pre-paid Funds must be received byAyda in cleared funds before any Incentives can be issued by the Customer. Ayda shall not beliable to the Customer for any failure to process any Incentives as a result of insufficient Prepaid Funds being received by Ayda.
6.2.2 - it shall give Participants a minimum of thirty (30) days to claim a Cash Incentive;
6.2.3 - it shall give Participants a minimum of ninety (90) days to claim a Voucher Incentive;
6.2.4 - it is responsible for making Participants aware that an Incentive can only be claimed for a limited period of time and that the Participant’s right to claim the Incentive will be revoked upon expiry of the Claim Window. The Customer shall notify the Participant of the Claim Window for the relevant Incentive at the time the Incentive becomes available (if not before);
6.2.5 - in respect of any Voucher Incentive, the expiry date on the voucher is determined by the third party responsible for such voucher and is not controlled by and cannot be amended by Aydaor the Customer;
6.2.6 - Ayda shall have no liability for any failure by a Participant to claim an Incentive during the Claim Window and/or redeem a Voucher Incentive by the relevant expiry date and the Customer shall be responsible for all questions, communications, complaints and/or any claims relating to such matters. Ayda will redirect all queries relating to any Incentives to the Customer;
6.2.7 - if it has not taken any action on the Platform for a period of twelve (12) months then Ayda will close the Customer’s account without any notice and the Customer will automatically lose its right to claim the return of any Pre-paid Funds and/or Cash Funds in accordance with clause 6.3.
6.3. If during the Term of this Agreement, there are Cash Funds available then the Customer may use the facility on the Platform to return such Cash Funds to its Ayda account to be used by the Customer for other research projects.
6.4 For the avoidance of doubt, the Customer is not entitled to any refund or compensation in respect of any Voucher Incentive which has not been claimed by a Participant during a Claim Window and Ayda shall have no liability to the Customer in respect of the same.
6.5 The Customer hereby authorises Ayda to:
6.5.1 deduct from the Pre-paid Funds the amount of Commission upon the activation of each research project, for the amount of the Commission due to Ayda in respect of all Incentives payable to or redeemable by the Participants in such research project. Any Commission deducted by Ayda in accordance with this clause shall constitute payment due to Ayda in consideration of the services provided under this Agreement; and
6.5.2 retain all Pre-paid Funds and / or any Cash Funds in the event that the Customer’s account is closed in accordance with clause 6.2
6.6. In the event Ayda is unable, for any reason, to deduct the Commission in accordance with clause 6.4, Ayda shall invoice the Customer amount of the Commission due to Ayda, and the Customershall pay each invoice within 30 days after the date of receipt of such invoice. If Ayda has notreceived payment within 30 days after the due date, and without prejudice to any other rightsand remedies of Ayda:
6.6.1 Ayda may, without liability to the Customer, disable the Customer's Authorised Users’ passwords, accounts and access to all or part of the Platform and Ayda shall be under no obligation to reinstate full access to the Platform while the invoice(s) concerned remain unpaid; and
6.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.7 All amounts and Commission stated or referred to in these Terms:
6.7.1 shall be payable in pounds sterling;
6.7.2 are non-cancellable and non-refundable (except for the return of Cash Funds in accordance with clause 6.3);
6.7.3. are exclusive of value added tax, which shall be added to the Commission at the appropriate rate; and
6.7.4. shall be paid in full without any set-off, counterclaim, deduction or withholding (otherthan any deduction or withholding of tax as required by law).
7. Proprietary Rights
7.1. The Customer acknowledges and agrees that Ayda and/or its licensors own all intellectualproperty rights in the Platform and the Platform Documentation. Except as expressly stated inthese Terms, these Terms does not grant the Customer any rights to, under or in, any patents,copyright, database right, trade secrets, trade names, trade marks (whether registered orunregistered), or any other rights or licences in respect of the Platform (including any softwareunderlying the Platform) or the Platform Documentation.
7.2. Ayda confirms that it has all the rights in relation to the Platform and the PlatformDocumentation that are necessary to grant all the rights it purports to grant under, and inaccordance with these Terms.
7.3. Ayda acknowledges and agrees that the Customer and/or its licensors own all intellectualproperty rights in the Customer Data. Except as expressly stated in these Terms, these Terms donot grant Ayda any rights to, under or in, any patents or copyright, database right, trade secrets,trade names, trade makes (whether registered or unregistered), or any other rights or licencesin respect of the Customer’s intellectual property rights. The Customer hereby grants to Ayda afully paid-up, worldwide, non-exclusive, royalty-free licence during the Term to use, copy andmodify the Customer Data to the extent necessary to operate the Platform and comply withAyda’s obligations under these Terms.
7.4. The Customer confirms that it has all the rights in relation to the Customer Data that arenecessary to grant all the rights and licences under and in accordance with these Terms.
7.5. The Customer acknowledges and provides Ayda with permission to use the Customer’s trademark or trade name on its website or on any marketing materials.
8. Data Protection
8.1. The Parties acknowledge that:
8.1.1. the Customer is the data controller of the personal data set out in clause 8.3 (theCustomer Personal Data) and Ayda is the data processor of the Customer PersonalData;
8.1.2. Ayda is an independent controller of all other personal data processed in connectionwith this Agreement, as further detailed in its privacy policy:https://www.helloayda.com/privacy-policy.
8.2. The Parties further acknowledge that, although Ayda is the controller in respect of Participantpayment details, payments shall only be made to Participants in respect of Customer researchwhere requested by the Customer via the Platform.
8.3. Customer Personal Data processing specification:
