Terms and Conditions
Background
YouGov has developed a market intelligence product which
examines consumer thinking and behaviour ("SixthSense").
SixthSense provides subscribers with single copy reports and/or
online access to multiple reports and updated information on:
- Trends in consumer thinking and behaviour
- Market growth, trends and forecast
- Brand and company insight
SixthSense content is compiled from proprietary online surveys
of the YouGov panel, from secondary sources and from third party
content with additional qualitative commentary.
SixthSense delivers results using offline printed reports and/or
an online tool.
YouGov has agreed to grant to the Client a non-exclusive licence
to access the Service in accordance with the Subscription Agreement
and the Special Terms set out below (and which said terms shall be
defined as so set out) and the General Terms and Conditions
which are attached to and incorporated as a part of this
Agreement.
YouGov Privicy Policy.
Subscription Agreement
The subscription agreement is comprised of the number of
reports, and whether online access is paid for at the prices set
out and agreed to by the user on the Subscription Page of the
YouGov SixthSense online tool or by separate agreement in writing
with YouGov.
Special Terms
Service: Access to SixthSense Reports as
specified in the Subscription Agreement.
Subscription Fee: As specified in the
Subscription Agreement (plus VAT if applicable)
Subscription Term: If paying for a package of
reports with online access, the subscription term is a minimum 12
months period, which will automatically renew for a further 12
months unless notice is given to cease this Agreement within the
period of 90 days prior to the date of the 12 month anniversary of
the start date of the contract or within the period of 90 prior to
the 12 month anniversary of the previous renewal date. For
more details on the Subscription Term see section 7.
No. of Permitted Users: Up to 5 users
are allowed per subscription. The Client is responsible for
nominating who can subscribe under their licence. YouGov reserves
the right to refuse access to Permitted users. If a
Client would like more than 5 users, please contact Customer
services. For more information on Permitted Users see section
2.
By denoting acceptance of this contract by either signing below
or ticking the check-box on the Subscription Page, the Client
agrees to all the terms and conditions of this Agreement being the
Special Terms, Subscription Agreement and the General Terms and
Conditions and the Refund Policy.
Refund Policy
If you have a refund enquiry, please contact YouGov SixthSense
customer services on sixthsense@yougov.com or on
0207 012 6063.
General Terms and Conditions
1. Definitions
1.1. The following words shall have the meanings ascribed
below:
1.1.1. "Agreement": means the Special Terms, Subscription
Agreement and these Terms and Conditions and all and any schedules,
annexes and exhibits attached or incorporated hereto by reference
from time to time;
1.1.2. "Business Days": days, other than a Saturday or Sunday,
on which the banks are open for business both in England and
Wales;
1.1.3. "Content": all information, data, text, software,
photographs, graphics and all such other material in the form of or
forming part of the Service;
1.1.4. "Fees": the Subscription Fee
1.1.5. "Intellectual Property Rights": all and any patents,
trade marks, signs and service marks, rights in designs, trade or
business names, signs, copyrights (including rights in computer
software), database rights and topography rights and all rights or
forms of protection of a similar nature or having equivocal effect
(whether or not these are registered and including applications for
registration of any such rights) which may subsist anywhere in the
world; 1.1.6. Permitted User(s)": the number of individual(s) set
out in the Special Terms, authorised by and registered with YouGov
to access the Service each from a single computer. In each case
such individuals must be the Client's employees, agents or
consultants (during the term of their engagement with the
Client);
1.1.7. "Subscription Fee": as set out in the Special Terms;
1.1.8. "Term": the period set out in Clause 7;
1.1.9. "Website": YouGov's website having the universal resource
locator www.yougov.com or www.yougovsixthsense.com
or such other universal resource locator as Company may from time
to time substitute therefor.
1.1.10. 'Subscription Agreement'. Refers to the agreement
between YouGov and the client in terms of the price paid and level
of access to SixthSense (whether that agreement is online on the
SixthSense tool on the Subscription Page or is by separate
agreement in writing between YouGov and the Client).
1.1.11 'Subscription Page' refers to the page(s) on the YouGov
SixthSense website where Clients sign up to subscribe to a report
and/or online access including pages that denote package options
and subscription prices.
2. Licence
2.1. All Intellectual Property Rights in and to the Content,
Service and Website and any modifications, amendments,
enhancements, revisions or alterations made thereto by YouGov in
the course of its performance of its obligations hereunder shall
remain vested in YouGov absolutely for life of copyright and all
extensions, renewals and revivals thereof and YouGov reserves the
right at all times to licence the Content and/or the Service to
other parties under terms and conditions to be determined by YouGov
and negotiated under a separate contract.
2.2. During the Term and subject to payment of the Subscription
Fee, YouGov hereby grants to Client a non-exclusive,
non-transferable, revocable licence for each Permitted User to
access the Service online through the Website on the terms and
conditions of this Agreement.
2.3. The Service may not be accessed by any persons other than
Permitted Users. If the Client is an entity, YouGov grants to the
Client the right to designate the Permitted User(s), which the
Client may change from time to time upon prior written notice to
and written consent from YouGov. In no event shall the Client use
or permit use of the Service by more than the agreed number of
Permitted Users without purchasing additional licences from
YouGov.
2.4. The Content available through the Service is solely for
information and reference purposes and the internal use of the
Client and the Client may only print out or download the Content
for internal purposes. Any publication of the Content to third
parties without YouGov's prior written consent is prohibited. The
Client may not permit third parties to access or use the Service
without the Licensor's prior written consent. Neither the Service
nor the Content may be supplied, sold, rented, sublicensed leased,
exploited, downloaded, accessed, copied, disseminated, distributed,
circulated, published, displayed, reproduced or otherwise used
whether for profit or otherwise, except as expressly set out in
this Agreement.
2.5. Should the reproduction of any part of the Service or
Content be required for any reason, the prior written consent of
YouGov must be obtained. In any event, any permitted use of any
Content must be accompanied by an appropriate credit to YouGov and
must be used in the correct context and shall not misrepresent or
distort such Content.
2.6. In the event of any unauthorised publication of the
Content, or any authorised publication which in YouGov's opinion
misrepresents or distorts such Content, YouGov reserves the right
to publish a correction, including placing in the public domain any
additional Content from the Service that, in the opinion of YouGov,
is necessary to correct any misrepresentation or distortion. YouGov
reserves the right to seek compensation from the Client in respect
of any loss or damage which it suffers as a consequence of any
unauthorised publication of the Content.
2.7. YouGov reserves the right, but shall not be obliged, to
modify, amend, enhance, revise or alter the Website, Service and
Content in its absolute discretion at any time and without further
recourse to the Client. Any such modifications, amendments,
enhancements, revisions or alternations shall be made available to
the Client as part of the Service and shall be subject to the terms
and conditions set out in this Agreement.
3. Client Account
3.1. The Client's access to the Service requires the use by each
Permitted User of a user name and password which will be allocated
to the Client upon registration and payment of the Subscription
Fee. Each password is unique to each user name and each user name
is unique to the login address.
3.2. All passwords must be kept confidential. The Client is
solely responsible for maintaining the confidentiality of all
passwords issued to the Client and/or its Permitted Users and the
Client must notify YouGov immediately if the Client becomes aware
of any unauthorised use of any password or if the Client believes
that a password may have become known to an unauthorised third
party.
4. Subscription Fee
4.1. In consideration for access to the Service, the Client
shall pay to YouGov the Subscription Fee. The Subscription Fee
shall include access to the Content. If the Client should require
additional training or assistance this shall be charged on a time
and materials basis in accordance with YouGov's then current
rates.
4.2. If the Client wishes to further interrogate the Content or
requires bespoke research or data or reporting, then such
additional work shall be charged in addition to the Subscription
Fee and in accordance with YouGov's standard terms and
conditions.
4.3. If the Client wishes to add Permitted Users stated in the
Special Terms, they should contact YouGov.
4.4. The Client agrees and acknowledges that YouGov shall have
the right to monitor the number of Permitted Users accessing the
Service, which method may include but shall not be limited to the
use of cookies and retaining a history of Permitted Users access to
the Service. The Client further agrees and acknowledges that YouGov
may upon reasonable notice visit the premises of the Client during
normal business hours to audit the Client's use of the Service. If
YouGov shall determine that the number of Permitted Users is in
excess of that stated in the Special Terms, the Client shall pay to
YouGov an amount equal to the difference between the actual
Subscription Fee paid and that which ought to have been paid in
respect of the number of Permitted Users actually using the
Service.
4.5. Payments shall be made by Client to YouGov either directly
online via the Subscription Page of the SixthSense online tool or
if YouGov approves an invoice either in advance of receiving a
report and/or online access, or at YouGov's discretion, within 28
days from receipt of YouGov's invoice. For annual subscriptions,
subscriptions for the whole 12 month period must be paid in
advance. Invoicing will occur either before or at the commencement
of the subscription period. The Client shall effect payment by
means of cheque or by wire transfer to YouGov's account:
Bank: National Westminster Bank plc
Address: Portsmouth Branch
Account Name: YouGov plc
Account Number: 83754059
Sort Code: 56-00-64
4.6. Value Added Tax (if applicable) shall be payable by the
Client to YouGov in addition to the Fees on receipt of YouGov's
Value Added Tax invoice in respect of all payments made to or to
the order of YouGov pursuant to this Agreement.
4.7. The Client shall punctually pay to YouGov all sums owing to
YouGov on the due date under this Agreement and in the event of any
late payment all sums due shall bear interest at 2% over National
Westminster Bank plc base rate prevailing from time to time,
compounded annually.
4.8. YouGov reserves the right to alter the Fees payable for the
Service. Any alteration to the Fees will be notified to the Client
at least 90 days prior to the next payment date. If the Client does
not agree to any such increase, it should terminate its account by
giving notice of termination (see paragraph 7 below), otherwise the
revised amount will automatically be invoiced to the Client upon
the next payment.
5. Warranties and Liability
5.1. YouGov warrants that it has full right and authority to
enter into this Agreement with and to grant access to the Service
to Client.
5.2. The Service is, to the best of the knowledge, information
and belief of YouGov, accurately prepared in accordance with
prevailing industry practices. However, because of the number of
sources from which YouGov obtains content and the nature of
electronic distribution via the internet, YouGov makes no
representation or warranty, express or implied, or representation
in relation to the fitness of the Service for a particular purpose,
the satisfactory quality or reliability of the Service or any
warranties or duties regarding accuracy, timeliness, completeness,
performance, care or of workmanlike effort. In particular, the
Service is provided on an "as is" and "as available" basis. To the
extent allowed by applicable law, YouGov hereby disclaims all
warranties, conditions or duties of every nature whatsoever.
Additionally, YouGov makes no warranty that the Service is free
from infection by viruses or anything else that has contaminating
or destructive properties.
5.3. YouGov does not provide any warranty against infringement
or of title or quiet enjoyment and makes no express warranties in
relation thereto.
5.4. The Client acknowledges that the internet, and as a result,
the Website is not a completely secure medium of communication.
Whilst Company will take steps to prevent unauthorised access to
the Website and the Service, the Client acknowledges that there is
a possibility that an unauthorised third party may gain access to
the Website or the Service. YouGov shall not be responsible for and
shall have no liability to the Client or any third party for: a)
any loss or damage that results from any person gaining
unauthorised access to the Website or Service; b) use or disclosure
of any data obtained by any third party as a result of the same
having gained unauthorised access to the Website or having
intercepted any data as it passes between YouGov and the Client; c)
any loss or damage resulting from any malfunction, bugs or viruses
in the Client's equipment, software or links.
5.5 The Client acknowledges that use of the Service and the
availability of the Website involves reliance upon third party data
carriers and telephone companies over which YouGov has no control
and accordingly YouGov shall not be responsible for and shall have
no liability to the Client or any third party for: a) the loss or
corruption of any data sent via the internet; b) the unavailability
of the Website; c) the Client's inability to access the Website or
to utilise the Website or the Service; howsoever any of the
foregoing shall have been caused.
5.6 Any Content downloaded or otherwise obtained through the use
of the Service is done at the Client's own discretion and risk and
the Client will be solely responsible for any damage to its
computer system or loss of data that results from the download of
any such material.
5.7 No advice or information, whether oral or written, obtained
by the Client from YouGov or through or from the Service shall
create any warranty not expressly stated in this Agreement.
5.8 To the fullest extent allowed by applicable law, the Client
agrees that YouGov will not be liable to the Client and/or
any third party for any consequential or incidental damages
(including but not limited to loss of profits, loss of privacy or
for failure to meet any duty including but not limited to any duty
of good faith, care, or of workmanlike effort) or for any other
indirect, special, or punitive damages whatsoever and howsoever
arising out of or related to the Service or to any breach of this
Agreement by YouGov, even if YouGov has been advised of the
possibility of such damages.
5.9 Subject always to clause 5.8, the Client agrees that its
only recovery for any damages that the Client incurs, and its
exclusive remedy, shall be limited to damages directly incurred by
the Client subject to a maximum limit of the following, at YouGov's
election: (1) a refund of the amount of the Subscription Fee paid
during the year in which the damage is first incurred, less any
reasonable allowance for complying Service received, or (2)
correction or replacement of the Service.
5.10 The Client shall indemnify YouGov and its officers and
employees against all claims, demands, actions, losses and damages,
costs, charges and expenses (including but not limited to
reasonable legal costs and disbursements on a solicitor and client
basis) suffered, arising from or incurred by reason of the Client's
use of the Service and/or Content, the supply of information to
YouGov by the Client or the Client's breach of this Agreement.
6. Confidentiality
6.1. Both Parties agree to keep all information that they obtain
about the other concerning the business, finances, technology and
affairs of the other and regardless of its nature ("Confidential
Information"), strictly confidential except where:- a) information
has come into the public domain other than by breach of this clause
or any other duty of confidence; or b) information is obtained from
a third party without breach of this clause or any other duty of
confidence; c) information that is required to be disclosed by a
government body or court of compellable and competent jurisdiction;
or d) the prior written permission of the other party has been
obtained.
6.2. The Parties shall divulge Confidential Information only to
those employees who are directly involved in the performance of
this Agreement and shall ensure that such employees are aware of
and comply with these obligations as to confidentiality. The Client
shall have an appropriate agreement with each of its employees
having access to Confidential Information sufficient to enable the
Company to comply with all terms of this Agreement.
6.3. Both Parties agree to protect the Confidential Information
with the same standard of care and procedures which it uses to
protect its own trade secrets and proprietary information.
7. Term and Termination
7.1. If the Client has signed up for a package deal, this
Agreement shall commence on the date hereof and continue for a
minimum period of 12 months until notified otherwise. If the Client
has signed up for a single copy report, this Agreement shall
commence on the date hereof and continue for a period of 12
months.
7.2. Either party may give to the other party written notice of
termination 90 days before the effected termination date. This
Agreement cannot be terminated within the first 275 days of
commencement of the agreement or within 275 days from the
anniversary of its renewal. If The Agreement is not terminated
within the 90 day period prior to the termination date, then it
will automatically renew for a further 12 month period with the
same termination terms.
7.3. This Agreement may be terminated forthwith by either party
on written notice if the other party is in breach of any material
term of this Agreement and, in the event that such breach is
capable of being remedied, fails to remedy the breach within 30
days of receipt of such written notice.
7.4. Should either party become bankrupt, insolvent, the subject
of a winding up petition, enter into an agreement with its
creditors or be found guilty of fraud or other criminal offence
then the other party shall have the right by notice in writing to
terminate this Agreement immediately.
7.5. Termination of the Service shall not prejudice any rights
of either party which have arisen on or before the date of
termination.
7.6. Upon termination of this Agreement:-
a) the Client's access to the Service shall immediately
cease;
b) the Client shall forthwith pay to YouGov all sums owing under
this Agreement;
c) the ownership of all rights licensed pursuant to this
Agreement shall automatically revert to YouGov and the Client shall
execute any instruments required by YouGov to confirm the
foregoing.
8. Assignment
8.1. The Client may not assign or transfer, either in whole or
in part, this Agreement nor any rights and obligations arising
under it, except upon the prior written consent of YouGov.
9. Notice
9.1. Any notice or other document required to be given under
this Agreement or any communication between the Parties with
respect to any of the provisions of this Agreement shall be in
writing in English and be deemed duly given if signed by or on
behalf of a duly authorised officer of the Party giving the notice
and if left at or sent by pre-paid registered or recorded delivery
post or by facsimile transmission or other means of
telecommunication excluding e-mail in permanent written form to the
address of the Party receiving such notice as set out at the head
of the Agreement or as notified between the Parties for the purpose
of this Clause. For the avoidance of doubt, the postal address for
communication with YouGov is: 50 Featherstone Street, London, EC1Y
8RT and the facsimile number is +44 (0) 20 7012 6001.
9.2. Any such notice or other communication shall be deemed to
be given to and received by the addressee:- a) at the time the same
is left at the address of or handed to a representative of the
Party to be served; b) two Business Days following the date of
posting if the Licensees address is one within the United Kingdom
and Eire and seven Business Days if outside the United Kingdom and
Eire; c) in the case of a facsimile transmission or other means of
telecommunication on the next following Business Day but subject to
the production of a complete fax transmission receipt or other
similar proof of transmission.
9.3. In proving the giving of a notice it should be sufficient
to prove that the notice was left or that the envelope containing
the notice was properly addressed and posted or that the applicable
means of telecommunication was addressed and despatched and
despatch of the transmission was confirmed and/or acknowledged as
the case may be.
10. General
10.1. No delay or failure by either Party to detect, protect or
remedy the failure of the other Party to perform any obligation
under this Agreement shall constitute a waiver of the aggrieved
Party's rights. No waiver of any provision of this Agreement or any
rights or obligations of either Party will be effective unless
agreed in writing and signed by the relevant Party waiving
compliance. Any such waiver will be effective only in the specific
instance and for the specific purpose specified in writing. 10.2.
Each Party is an independent contractor and nothing in this
Agreement shall be construed as constituting either Party a
partner, joint venture, agent or legal representative of the other
or as conferring on either Party any right power or authority to
create any obligation, express or implied, on behalf of the
other.
10.3. Neither of the Parties has entered into this Agreement in
reliance upon any representation, warranty or undertaking by or on
behalf of any other Party which is not expressly set out in this
Agreement. Neither Party shall have any remedy in respect of any
misrepresentation or untrue statement made by any other Party
hereto unless and to the extent that the claim lies for breach of
warranty under this Agreement (save that this clause shall not
exclude any liability for fraudulent misrepresentation).
10.4. Neither Party shall be liable for failure to perform or
delay in performing any obligation under this Agreement if the
failure or delay is caused by any circumstances beyond its
reasonable control, including but not limited to acts of God, war,
civil commotion or industrial dispute. If such delay or failure
continues for at least ninety days, either Party will be entitled
to terminate this Agreement by notice in writing to the other.
10.5. The clause headings in this Agreement are for the
convenience of reference only and are not part of the clause and do
not form part of this Agreement and shall not be used in construing
this Agreement.
10.6. Words importing the singular shall (where appropriate)
mean and include the plural and vice versa. Words importing any one
gender shall (where appropriate) mean and include the other gender
and vice versa. Words importing natural persons shall (where
appropriate) mean and include companies, corporations,
unincorporated firms, associations and other entities recognised by
law and vice versa.
10.7. Each Party hereby undertakes that it will at the request
and expense of the other Party do all such further things and
execute all such further documents as the other Party may from time
to time require for the purpose of confirming the other Party's
rights pursuant to this Agreement and/or giving effect to the
provisions of this Agreement.
10.8. If any one or more of the provisions of this Agreement is
found to be unenforceable, it or they shall be deemed to be removed
and the rest of this Agreement shall stand as long as it continues
to evidence the basis upon which the Parties have entered into this
Agreement.
10.9. A person who is not party to this Agreement has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce
any terms of this Agreement but this does not affect any right or
remedy of a third party which exists or is available apart from the
Act.
10.10. This Agreement supersedes all previous arrangements
understandings representations or agreements between both Parties
with respect to the subject matter hereof and constitutes the
entire agreement between both Parties in relation thereto and no
variation of any of the terms or conditions hereof may be made
unless such variation is agreed in writing and signed by both
Parties; notwithstanding the foregoing, this sub-clause 10.10 shall
only apply to the provision of the Service and shall not apply to
any other arrangements made between the Parties as to the provision
by YouGov of any other services to the Client.
10.11. This Agreement shall be construed and performed in all
respects in accordance with and shall be governed by English law
and the Parties irrevocably submit to the jurisdiction of the
English Courts.