The purpose of this agreement is for the Tester to provide services specified in this Agreement, to the Client (userconversion limited, Company Number 8151145, 3b Tariff Street, Manchester, M1 2FF Read more at: http://companycheck.co.uk/company/08151145), for the Terms stated.
UserConversion Ltd warrants that it will use utmost care and skill in performing the Services and to a standard which conforms to generally accepted industry standards and best practices.
1.2 Acceptance of Terms
1.3 Recurrence of Terms
The Terms and Conditions are stated on the Site at all time and reiterated at:
1) the payment stage of the user testing and selection process (for the Client)
2) the Tester sign up process when the Tester fills in their details and payment preferences (for the Tester)
It is the understanding of the Client, the Tester and UserConversion Ltd that b selecting/ticking the box at this stage, the party is accepting and implying their consent of understanding of the following terms and conditions.
In these terms and conditions of business the following words shall have the following meanings:
'Services' means the Company using a pool of testers ('the Tester(s)') to complete the tasks specified by the Client on the online order form completed by the Client. UserConversion Ltd will record the screens, spoken and written thoughts and/or comments and general online activities of its Tester(s) within the defined given time frame as so required by the Test as the Tester(s) attempts to complete the tasks specified by the Client. These thoughts/comments/annotations will be made available to the Client as an online video or through alternate means dependant on the type of test involved.
'Completion Date' means the date or dates specified in the online order form, if any, or such other date as the Parties may subsequently agree by exchange of e-mails.
'Price' means the total amount specified in the order form or as outlined in a written agreement. All prices are inclusive of V.A.T.
'User' defines any visitor that comes on the site be they Client, Tester or general public.
2. Access to the services
2.1 Tester access and associated acceptance of Terms
The Tester certifies to Userconversion Ltd that if the Tester is an individual (i.e., not a corporation) the Tester is at least 16 years of age. The Tester also certifies that he/she is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services and access of the Site. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
The Tester shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. The Tester shall be responsible for ensuring that such equipment including software and hardware or ancillary services are compatible with the Services.
Some of the Services highlighted on the Site may require payment of fees. The Client shall pay all applicable fees, as described on the Site in connection with such Services selected by User. All fees are payable in UK GBP. UserConversion Ltd reserves the right to change its price list and to institute new charges at any time. Use of the Services by the Client following such notification constitutes Client's acceptance of any new or increased charges. Acceptance of these terms and conditions alongside of successful payment process and/or application is deemed as final approval for the project and serves as confirmation that all services have been delivered and that you accept the website is complete and the final invoice can be raised unless otherwise agreed.
3.2 Payment length of term.
Some of the Services highlighted are made available on a pay-as-you-go basis and is charged at the start of the Client's elected term of acceptance of the Terms. Settlement and payment of compensation amounts which have been finally accepted by the Client shall occur at the time of purchase.
3.3 Payment method.
Payments will be made by SagePay direct instant payment. The account owner will receive a receipt upon each payment received, or they may obtain a receipt from within the application to be able to track the status of your subscription.
3.4 Alternative payment methods - Invoices
Should the Client wish to pay by purchase order from invoice of the requested amount, they can do so by emailing firstname.lastname@example.org requesting such service.
3.5 Credit Terms for Invoices
All of our credit terms are subject to status and are at the sole discretion of UserConversion Ltd. UserConversion Ltd will run any necessary credit checks prior to agreeing terms. A credit application form and references will be required. Credit terms are strictly 30 days unless otherwise agreed. Access to the Services will be manually approved within 48 hours of the initial request upon acceptance of the credit terms and a successful credit check (if required).
3.6 Associated charges to lateness of payment (when required)
As consideration for the performance of UserConversion’s obligations under this Agreement, the Customer shall pay to UserConversion Ltd the Charges by cheque or BACS, within  days of receipt by the Client of a valid invoice. The Charges shall be inclusive of Value Added Tax and any other applicable sales taxes, and the Customer shall be liable for Value Added Tax and any other applicable sales taxes on the Charges at the rate and in the manner prescribed by Law.If the Client fails to pay any sum when due, UserConversion Ltd shall be entitled to interest on the amount due at the rate of 4% per annum above the Barclays Bank plc base rate from time to time calculated from the date due until collection. The Charges may be increased with effect from each anniversary of the Commencement Date.
3.7 Payment to Tester
Any expenses arising on account of the electronic transfer of the amounts into the bank account previously designated by the Tester shall be borne by the Tester. Amounts finally credited to the Tester's account shall only occur if such amounts are at least £/€/US$ 8.00 upon Client's satisfaction of Tester's response to the test in question. UserConversion Ltd reserves the right in its absolute discretion to vary or change the frequency or method of payment. Any changes made by UserConversion Ltd to the frequency or method of payment will be notified to the Tester via previously designated email address and on www.userconversion.com.
3.8 Free trial periods, subscriptions and accounts
If the Client does not provide a credit card or other payment information to UserConversion Ltd before the expiration of any free trial period, or during the payment process, the account will be suspended until payment information and charge authorisations are provided. The account will be promptly billed and, if applicable, any trial period will terminate. Thereafter, the subscription will renew automatically based on the Client's plan renewal cycle. The Service does not provide an interface for the account owner to change credit card information (e.g., upon card renewal). If the Client should wish to change credit card information, they can do so by emailing email@example.com.
3.9 Cancellation and termination
Either party (Tester / Client / UserConversion Ltd) may terminate the Services at any time by notifying the other party by any means. UserConversion Ltd may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if the Tester and/or Client breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Where the Client cancels this Agreement before the Services have been commenced or completed by UserConversion Ltd the Client shall still be required to pay the full Price for the Services agreed under this Agreement. The Client shall not be entitled to any refund of the Price paid.
4. Indemnity and limitation of liability
The Tester and/or Client will indemnify and hold UserConversion Ltd, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of the Tester or Client's access to the Site, use of the Services, the violation of this Agreement by Tester/Client, or the infringement by Tester/Client, or any third party using the Tester/Client's account, of any intellectual property or other right of any person or entity.
4.2 Limitation of Liability
In no event shall UserConversion Ltd be liable with respect to the Site or the Services for any amount in the aggregate in excess of the fees paid by the Client therefor; or for any indirect, incidental, punitive or consequential damages of any kind whatsoever.
4.3 Claims, Losses and Damages
The Client shall indemnify and hold harmless UserConversion Ltd from and against all claims and losses arising from loss, damage, liability, injury to UserConversion Ltd, or UserConversion Ltd employees, and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to UserConversion Ltd by the Client, within or without the scope of this Agreement. 'Claims' shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and 'Losses' shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
Except in the case of death or personal injury caused by UserConversion Ltd's negligence, UserConversion Ltd's liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the Price paid to UserConversion Ltd under this Agreement.
5. Privacy and protection of confidential information
5.1 Confidential information agreement
Each Party ('Receiving Party') shall keep the confidential information of the other party ('Supplying Party') confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for performing the Receiving Party's obligations under the Agreement. The Obligations of this clause shall not apply to any information which:-
5.1.2 was known or in possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;
5.1.3 is, or becomes, publicly available through no fault of the Receiving Party;
5.1.4 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
5.1.5 was developed by the Receiving Party who had no direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or
5.1.6 is required to be disclosed by order of a court of competent jurisdiction.
5.2 Removal of data
UserConversion Ltd retains the rights at all times to remove any data including tests and require the Client to delete immediately on request any locally held copies of the same, should UserConversion Ltd in its absolute discretion believe that personally sensitive information about one of the testers has been revealed.
6.0 Site usage and content
UserConversion Ltd grants to both Client and Tester a limited nonexclusive, non-transferable, non-sublicensable right under UserConversion Ltd intellectual property rights to copy, distribute, display, perform and create derivative works of the Content or Services with proper attribution solely for non-commercial use. Copying, using or storing any Content for other than noncommercial use is expressly prohibited without prior written permission from UserConversion Ltd.
Neither the Tester, the Client nor UserConversion Ltd may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under any Agreement without the prior written consent of the other Party.
6.3 Usage and Research
UserConversion Ltd requests that, according to standard academic practice, if a Client, Tester or User of the Site uses the Service for any research that results in an article, a book, or other publication, the User lists UserConversion Ltd as a resource in User’s bibliography.
6.4 Site content
The User acknowledges and agrees that if User uses any of the Services to contribute Content to the Site, UserConversion Ltd is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so. The User warrants, represents and agrees that it will not contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party. UserConversion Ltd reserves the right to remove any Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if UserConversion Ltd is concerned that User may have breached the immediately preceding sentence), or for no reason at all.