Terms and Conditions

Background

These terms and conditions apply as between you, the Customer of Services provided therein and Metrici Limited (“Metrici”), the owner of the Services. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Services.

1. Definitions and Interpretation

1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means collectively the personal information, payment information and credentials used by Customers to access the Services;
“Agreement” means the binding agreement that shall come into effect between the Customer and Metrici following the Customer’s acceptance of these terms and conditions and which shall incorporate these terms and conditions;
“Content” 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 Services;
“Services” means collectively the online facilities, tools, services or information that Metrici makes available through the Website either now or in the future and any additional services provided by Metrici such as support services.
“Subscription Fee” means the sum of money paid by Customers to keep their Account active and to enable them to access the Services;
“Subscription Period” means the period for which a subscription has been purchased and may refer to a month, a year or other agreed period accordingly;
“Customer/Customers” means any person or organisation that accesses the Services; and
“Website” means the websites on which these terms and conditions appear (www.metrici.com and advisor.metrici.com) and any sub-domains of these websites 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 Services

2.1 Metrici shall use its best and reasonable endeavours to provide the Services on an error-free basis and without interruption.
2.2 Notwithstanding sub-Clause 2.1, Metrici does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Customers. By accepting these terms and conditions the Customer acknowledges that the Services may change in form or nature at any time.
2.3 Metrici shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Customers.
2.4 Notwithstanding Metrici’s right to perform any of the actions detailed in this Clause without prior notice, Metrici shall use its best and reasonable endeavours to provide such notice whenever possible.
2.5 Metrici will provide the services to a level of usage as subscribed to by the customer. Metrici may, at its sole discretion, permit usage above this level, but may withdraw this permission at any time.

3. Access to Services

3.1 The Customer represents and warrants that they have the authority to enter into the Agreement, to use the Services, and to perform any and all acts as may be necessary under these terms and conditions.
3.2 If the Customer is unable to comply with the requirements of sub-Clause 3.1 they shall be prohibited from using the Services and must not accept these terms and conditions.
3.3 In order to use the Services and to submit or create Content, Customers are required to create an Account and to submit certain personal details. By accepting these terms and conditions the Customer 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 Customer has reason to believe that their Account details have been obtained by another without consent, the Customer should contact Metrici immediately to suspend their Account and cancel any unauthorised orders or payments that may be pending. In the event that unauthorised use is made prior to the Customer notifying Metrici of the unauthorised nature of the order or payment, Metrici will suspend access to the Services and the withdrawal of any scheduled payments pending investigation. Following investigation, it shall be determined whether or not to cancel access to the Services and make a full or partial refund of the payment to the Customer.
3.5 The terms of sub-Clause 3.4 shall apply notwithstanding any related provisions in Clause 16.

4. Subscriptions

4.1 Subscription charges commence on the date that the Customer activates their subscription. The Customer will be billed on activation and montly thereafter, unless alternative arrangements have been agreed in writing with Metrici.
4.2 The first payment will be at the price advertised on the Website or as agreed in writing with Metrici. Metrici reserves the right to change Subscription Fees from time to time and any such changes may affect Customers’ subscription rates.
4.3 Increases in price will be reflected in the Customer’s subscription on the date of the immediately subsequent renewal.
4.4 Decreases in price will be reflected the Customer’s subscription on the date of the immediately subsequent renewal.
4.5 If a Customer terminates their subscription or Account they will continue to have access to the Services for the remainder of the prevailing Subscription Period up until the renewal date whereupon access will cease unless the Customer chooses to pay the Subscription Fee to reactivate their subscription.
4.6 If a Customer subscribes in error they must inform Metrici within 24 hours of subscribing and must not use the Services during that time.

5. Use of Services

5.1 Customers are permitted to use the Services only in accordance with:
5.1.1 these terms and conditions; and
5.1.2 any relevant law, regulation or other applicable instrument in their particular jurisdiction.
5.2 Subject to any express agreement to the contrary, Customers may only access the Services through the normal means provided by Metrici. Customers shall not attempt to download, convert or otherwise reverse-engineer any part of the Services.
5.3 The restrictions set out in sub-Clause 5.2 shall not apply to Content submitted or created by a particular Customer where that Customer is downloading their Content.
5.4 Customers may not engage in any conduct that may disrupt provision of the Services by Metrici.
5.5 Subject to any express agreement to the contrary, Customers may not reproduce, copy, duplicate, trade or resell the Services.
5.6 Customers’ rights to use the Services are non-exclusive, non-transferrable and fully revocable at Metrici’s discretion.

6. Intellectual Property

6.1 Subject to the exceptions in Clause 7 of these terms and conditions, all Content made available through the Services, unless submitted or created by Customers, 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 Metrici, our affiliates or other relevant third parties. By accepting these terms and conditions the Customer acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.
6.2 Subject to Clause 9 Customers may not reproduce, copy, distribute, store or in any other fashion re-use material from the Services unless otherwise indicated on the Website or unless given express written permission to do so by Metrici.

7. Third Party Intellectual Property

  Where expressly indicated, certain Content and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 6 of these Terms and Conditions to use Content from the Web Site. The exceptions in Clause 9 continue to apply. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

8. Customer Content and Intellectual Property

8.1 When using the Services to create Content, Customers should do so in accordance with the following rules:
8.1.1 Customers 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;
8.1.2 Customers must not submit Content that is intended to promote or incite violence;
8.1.3 Customers 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;
8.1.4 Customers must not post links to other websites containing any of the above types of Content;
8.1.5 Customers must not impersonate other people, particularly employees and representatives of Metrici or our affiliates;
8.1.6 Customers must not use the Services for unauthorised mass-communication such as “spam” or “junk mail”.
8.2 If any Content is found to be in breach of these terms and conditions, Metrici reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible Customer’s access to the Services.
8.3 Customers acknowledge that they may be exposed to Content that they may find offensive. If a Customer believes that such Content is in violation of these terms and conditions, it should be reported to Metrici using the contact details given in section 21.
8.4 Customers are solely responsible for any and all Content that they submit or create. Metrici does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
8.5 Subject to sub-Clause 8.4, Customers use the Services at their own risk.
8.6 By submitting or creating Content Customers 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. Metrici accepts no responsibility or liability for any infringement of third party rights by such Content. Metrici accepts no responsibility or liability for any infringement of third party rights by such Content.

9. Fair Use of Intellectual Property

  Content may be copied, transmitted, performed, adapted or otherwise re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or other relevant legislation apply.

10. Intellectual Property Infringement

  Metrici shall use its best and reasonable endeavours to ensure that no part of the Services infringes the rights of third parties, including but not limited to copyright, trademark and patent rights. If Metrici or any of its customers is faced with a credible claim that the Services infringe the intellectual property rights of a third party, Metrici shall use its best and reasonable endeavours to obtain the right to use the infringing element or modify the Services such that they do not infringe. If Metrici are not reasonably able to obtain these rights or make these modifications, Metrici may terminate the Services on reasonable notice, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.

11. Links to Other Websites

  The Services may provide links to other websites. Unless expressly stated, such websites are not under the control of Metrici or that of our affiliates. Metrici 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 the Services does not imply any endorsement of that website or of those in control of it.

12. Privacy

  Use of the Services is also governed by Metrici’s Privacy Policy which is incorporated into these terms and conditions by this reference. Metrici's Privacy Policy is available at http://www.metrici.com/metrici/content/privacy.

13. Disclaimer of Warranties

13.1 Metrici makes no warranty or representation that the Services will meet Customers’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, or that they will be compatible with other systems.
13.2 Metrici shall use its best and reasonable endeavours to ensure the confidentiality and security at all times of Content entered by Customers into the Services, and to comply with all relevant legislation for the protection of data such as but not limited to the Data Protection Act 1988. However Metrici makes no warranty or representation that the confidentiality and security of the Services will be without defect.
13.3 Metrici shall use its best and reasonable endeavours to ensure that all information provided by the Services is accurate and up to date, however Metrici makes no warranty or representation that this will always be the case. Metrici makes no guarantee of any specific results from the use of the Services.
13.4 Metrici shall use its best and reasonable endeavours to ensure that recommendations provided through the Services are relevant to the situation as entered by the Customer into the Services. However, these recommendations are provided by automated computer programs and may be subject to approximation, generalisation, omissions and other defects. These recommendations are intended as an input to management and decision making, but do not constitute professional advice of any form. Metrici makes makes no warranty or representation that any such recommendations will be appropriate in the Customer's particular situation, and disclaims liability for any and all forms of loss or damage arising from the recommendations.
13.5 Whilst every effort has been made to ensure that all descriptions of Services available from Metrici correspond to the actual services available, Metrici is not responsible for any variations from these descriptions.

14. Availability of the Services

14.1 The Services are provided “as is” and on an “as available” basis. Metrici gives no warranty that the Services will be free of defects and / or faults. To the maximum extent permitted by law Metrici provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
14.2 Metrici accepts no liability for any disruption or non-availability of the 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.

15. Limitation of Liability

15.1 Metrici’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 shall be limited to the value of the Customer’s subscription 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 Services or any information contained therein, to the maximum extent permitted by law, Metrici accepts no liability. Customers should be aware that they use the Services and all relevant Content at their own risk.
15.2 Nothing in these terms and conditions excludes or restricts Metrici’s liability for death or personal injury resulting from any negligence or fraud on the part of Metrici.

16. Term and Termination

16.1 The term of the Agreement shall commence upon the Customer’s acceptance of these terms and conditions and shall continue until terminated either by the Customer or by Metrici in accordance with this Clause 16.
16.2 If a Customer wishes to terminate the Agreement they may do so by:
16.2.1 Closing their Account or
16.2.3 Informing Metrici in writing that they wish to terminate this Agreement.
16.3 Metrici reserves the right to terminate the Agreement, a Customer’s Account and a Customer’s access to the Services at any time for the following reasons:
16.3.1 The Customer 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 Customer fails to remedy the breach within 14 days after a written notice to do so;
16.3.2 The Customer has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
16.3.3 Metrici is required to do so by law;
16.3.4 It has become, in the opinion of Metrici, its affiliates or advisers, no longer commercially viable to continue providing the Services;
16.3.5 Metrici is no longer providing the Services in the Customer’s country of residence or operation;
16.4 If Metrici terminates a Customer’s Account as a result of the Customer’s breach of these terms and conditions the Customer will not be entitled to any refund.
16.5 If Metrici terminates a Customer’s Account or subscription for any other reason, the Customer will be refunded any remaining balance of their Subscription Fee.
16.6 In the event that Metrici terminates a Customer’s Account or subscription, the Customer will cease to have access to the Services from the date of termination.
16.7 If the Customer terminates their Account or subscription, they will continue to have access to the Services for the remainder of the prevailing Subscription Period, termination becoming effective at the end of that Subscription Period.
16.8 In the event that the Agreement is terminated, the Customer’s Account will be closed and their access to the Services suspended in accordance with sub-Clauses 16.6 and 16.7. Any Content that the Customer has submitted or created will become inaccessible to all Customers from the date on which the Services become inaccessible, however copies may be retained by Metrici as part of standard backup procedures.
16.9 Upon termination of the Agreement, the Customer 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.

17. No Waiver

  In the event that either the Customer or Metrici 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.

18. Assignment

  Customers 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 without the prior written consent of Metrici, such consent not to be unreasonably withheld.

19. Severance

  Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, 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.

20. 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 Customer nor Metrici 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.

21. Notices

  All notices / communications shall be sent to and by Metrici either by post or email to the addresses detailed at http://www.metrici.com/metrici/content/contact. 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.

22. Law and Jurisdiction

22.1 These terms and conditions, the Agreement and all other aspects of the relationship between the Customer and Metrici shall be governed by and construed in accordance with the Laws of England and Wales.
22.2 Any dispute between the Customer and Metrici relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the non-exclusive jurisdiction of the courts of England and Wales.