Last updated May 2022
1 Rootsquared Ltd
1.1 We are Rootsquared Ltd (trading as Partnerscore), a company registered in England and Wales under company registration number 10569802. Our registered office is at Over Dean, Bigfrith Lane, Cookham Dean, Berkshire, England, SL6 9PH. (we, us or our)
1.2 We have developed certain software and a website platform which we make available via the internet for the purpose of providing a diagnostic window into the health of partner relationships.
1.3 These terms and conditions of use (Terms) explain how you may use the website and any of its content at https://partnerscore.io/ and the software contained or made available therein (Platform).
1.4 Any workshop or consultancy services arranged between you and us shall be governed by the relevant workshop or consultancy terms and conditions and not by these Terms.
1.5 These Terms apply between you (as set out below) and us when using the Platform (as defined below).
2 User
2.1 You are the named business for which we have agreed to provide access to our Platform subject to these Terms (you, your).
3.1 Certain parts of the Platform require an account (Account) in order to access them.
3.2 Certain functionalities on the Platform require you to be an authorised account holder (“Authorised Account Holder”). Any application to be an Authorised Account Holder must be approved by us in writing. An Authorised Account Holder confirms to us at all times that they have the necessary authority to bind the organisation in question.
3.3 You may not create an Account if you are under 16 years of age.
3.4 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
3.5 You will select the relevant subscription for your use of the Platform when setting up the Account or upon upgrading the Account (Subscription).
3.6 Details of your Subscription including without limitation the fees, credit and term will be provided to you in your introductory email .
3.7 The Platform incorporates “LinkedIn Single Sign On”. We recommend that you choose a strong password for access to your Account. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact us immediately. We will not be liable for any unauthorised use of your Account.
3.8 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and our obligations under the law, as set out in our Privacy Policy (https://www.partnerscore.io/privacy-policy).
3.9 Closing your Account will also remove access to any areas of the Platform requiring an Account for access. Any data you have submitted on any scorecard will not be deleted but may not be accessible to you.
4 Scorecard
4.1 You can either set up a new scorecard on the Platform for a specifically named business (Scorecard) or you can ask to join an existing Scorecard.
4.2 Only an Authorised Account Holder can set up a Scorecard.
4.3 Where you set up a Scorecard on the Platform you will be considered the controller for that Scorecard and understand that you will:
4.3.1 Be able to appoint an administrator to co-control the Scorecard with you;
4.3.2 Be named on the Scorecard as the controller of that Scorecard together with any user with administrative rights granted by you; and
4.3.3 Be able to invite others to sign up to the Platform and join the Scorecard together with any user with administrative rights granted by you.
4.4 Where you request to join a Scorecard on the Platform you understand that:
4.4.1 You will require the permission of the Scorecard controller or administrator to be able to join the Scorecard;
4.4.2 The controller of the Scorecard or administrator may suspend a Scorecard
4.5 Where you are the controller or an administrator of a Scorecard you can invite third parties to use the Platform and input their feedback using the relevant parameters on the Scorecard .
4.6 Subject to clause 11.3 the controller of the Scorecard is responsible for who is invited or permitted to join a Scorecard which may include without limitation any competitor or former partner or member of staff. We do not monitor or control who the controller of the Scorecard permits to join or their relevant criteria.
4.7 We are able at any time to enable someone to view a Scorecard (“Follower”). You will have no control however over who can access the Scorecard as a Follower which shall at all times remain in our sole discretion in accordance with clause 11.3.
4.8 You agree that you will be solely responsible for any score, comments, feedback and content you make anywhere on the Platform including without limitation on any Scorecard. Specifically, you agree, represent and warrant that any feedback or content is accurate, not misleading, is based on your own experiences, you have the right to use any content that you submit and that your feedback and comments comply with our Acceptable Use Policy (https://www.partnerscore.io/terms-conditions).
4.9 You agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties given by you under clause 4.6 You will be responsible for any loss or damage suffered by us as a result of such breach.
4.10 If you wish to remove or edit any feedback or score from a Scorecard you may do so by contacting us at support@partnerscore.io. Please note any changes may not be made immediately and remain in our discretion.
4.11 We may reject, reclassify, edit or remove a Scorecard or any content therein from our Platform where the content, in our sole opinion, violates our Acceptable Use Policy, or if we receive a complaint from a third party and we determine that the Scorecard should be removed or edited as a result.
4.12 Certain data from the Scorecard will be visible to any user of the Platform. Other data may only be visible to those who have been accepted onto the relevant Scorecard and who have an Account with us. We reserve the right to make any data in the Scorecard, including without limitation any benchmarking data and metrics, available to any relevant stakeholders associated with the Scorecard as we determine including without limitation any company to which the data relates.
5 Terms
5.1 You should read these Terms carefully before using the Platform.
5.2 By using the Platform or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Platform immediately.
5.3 If you have any questions about the Platform, please contact us by:
5.3.1 sending an email to support@partnerscore.io; or
5.3.2 filling out and submitting the online form available here (https://www.partnerscore.io/about).
6 Using the Platform
6.1 Subject to you not being in breach of your payment obligations under these Terms we hereby grant you a non-exclusive, non-transferable right during the term of your Subscription to use the Platform in accordance with these Terms.
6.2 If we become aware that your use of the Platform breaches the Acceptable Use Policy, we may, without liability or prejudice to our other rights and without prior notice to you.
6.2.1 immediately suspend your use of the Platform; and/or
6.2.2 remove the relevant infringing content;
6.2.3 disable your use or access to the Platform or any material that breaches the Acceptable Use Policy; and/or
6.2.4 disable your Account with us.
6.3 Whenever we reasonably suspect that there has been a breach of the Acceptable Use Policy, we shall be permitted to audit all your use of the Platform to ensure compliance with the Acceptable Use Policy. For clarity, you acknowledge that we are not obliged to carry out any such audit.
6.4 Notwithstanding any other provision in these Terms if there is a Security Event (as defined below), we may, without liability or prejudice to our other rights and without prior notice to you, remove the relevant content and disable any account until the relevant Security Event has been resolved. We shall give you written notice as soon as is reasonably practicable of the nature of the relevant Security Event.
6.5 A “Security Event” means:
6.5.1 any unauthorised third party access to the Platform; or
6.5.2 any use of the Platform that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform; or
6.5.3 any weakness in the computational logic (Vulnerability) or any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including without limitation the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices introduced into the Platform (Virus).
6.6 You shall not:
6.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (or any software or content therein) (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform (or any software therein);
6.6.2 access all or any part of the Platform in order to build a product or service which competes with the Platform;
6.6.3 use the Platform to provide services to third parties or to provide any similar services to us;
6.6.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Users in line with the Order Form;
6.6.5 attempt to obtain, or assist third parties in obtaining, access to the Platform; or
6.6.6 introduce, or permit the introduction of, any Virus or Vulnerability into the Platform.
6.7 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us;
6.8 The rights provided under these Terms are granted to you only, and shall not be considered granted to any subsidiary or holding company.
6.9 You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Platform.
6.10 We make no promise that the Platform or Service is appropriate or available for use in locations outside of the UK. If you choose to access the Platform from locations outside the UK, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.
6.11 We try to make the Platform as accessible as possible. If you have any difficulties using the Platform, please contact us using the contact details at the top of this page.
6.12 As a condition of your use of the Platform, you agree to comply with our Acceptable Use Policy available here (https://www.partnerscore.io/terms-conditions) and agree not to:
6.12.1 misuse or attack our Platform by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack), or
6.12.2 attempt to gain unauthorised access to our Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform.
6.13 We may prevent or suspend your access to the Platform if you do not comply with these Terms or any applicable law.
7.1 We will at no additional cost, provide you with the standard customer support services during Normal Business Hours of 9am to 5.00pm (London time) in our sole and absolute discretion from time to time. You may purchase enhanced support services separately at our then current rates.
7.2 From time to time we may:
7.2.1 modify the Platform by issuing updates; and
7.2.2 make new features, functionality, applications or tools available in respect of the Platform, whose use may be subject to your acceptance of further terms and conditions, and we shall give you prompt written notice of material modifications to the Platform and any such new features, functionality, applications or tools.
8 Charges and Payments
8.1 You shall pay the fees based on your Subscription for your use of the Platform.
8.2 We shall issue an invoice to the email address registered on your Account at or after the end of each month for the fees payable in respect of that month. Those fees shall be due 30 Business Days after the date of the relevant invoice.
8.3 If we have not received payment within 30 Business Days after the due date, and without prejudice to any other rights and remedies we may have:
8.3.1 we may, without liability to you, disable your account and password and access to the Platform and we shall be under no obligation to provide any access to the Platform while the invoice(s) concerned remain unpaid; and
8.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts stated or referred to in these Terms:
8.4.1 shall be payable in pounds sterling unless agreed otherwise by us in writing;
8.4.2 are non-cancellable and, in the absence of manifest error, non-refundable;
8.4.3 are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
9 Our Obligations
9.1 You understand and agree that the Platform and any data or content therein is provided ‘as is’. We do not provide advisory services and any and all data is provided on an ‘as is’ basis.
9.2 We do not warrant that:
9.2.1 use of the Platform will be uninterrupted or error-free;
9.2.2 the Platform and/or the information obtained by you through the Platform will meet your or any user requirements; or
9.2.3 the Platform will be free from Vulnerabilities; or
9.2.4 any data will meet your requirements or will be accurate or not misleading.
9.3 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10 Your Obligations
10.1 You shall:
10.1.1 provide us with:
(a) all necessary co-operation in relation to the Platform; and
(b) all necessary access to such information as may be required by us in order to provide the Platform;
10.1.2 without affecting your other obligations under these Terms, comply with all applicable laws and regulations, including any of those relating to the export of data, with respect to its activities under these Terms;
10.1.3 carry out all other of your responsibilities set out in these Terms in a timely and efficient manner;
10.1.4 use the Platform in accordance with these Terms and shall be responsible for breach of these Terms caused or contributed to by you;
10.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these Terms, including provision of the Platform;
10.1.6 ensure that your network and systems comply with the relevant specifications provided by us from time to time;
10.1.7 be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your or any User's network connections or telecommunications links or caused by the internet;
10.1.8 not access the Platform in a manner intended to avoid incurring fees
10. Privacy and personal information
10.1. Privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy available here (https://www.partnerscore.io/privacy-policy), which explains what personal information we collect, how and why we collect, store, use and share such information, rights in relation to personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information.
10.2. At all times we shall be the data controller in respect of all data uploaded by you via the Platform.
10.3. We will comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); (Data Protection Legislation) .
10.4. You acknowledge that:
10.4.1. personal data may be transferred or stored outside the EEA or the country where you are located in order to operate the Platform and our other obligations under these Terms.
10.5. Without prejudice to the generality of these Terms you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to us for the duration and purposes of these Terms so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf and, without limitation, you shall ensure that all Users have been informed of, and have given and maintained their consent to permit access, monitoring, use and disclosure in accordance with these Terms.
10.6. You consent to us appointing any suitable third party as a processor of personal data under these Terms.
10.7. we may, at any time on not less than 30 days' notice, revise this clause 10 by replacing it with any applicable standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
11. Ownership, use and intellectual property rights
11.1. The intellectual property rights in the Platform and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Platform (Content) are owned by us and our licensors.
11.2. You hereby transfer to us in exchange for your use of the Platform any and all intellectual property rights in and to all of all text, information, data, images, audio or video material, in whatever medium or form, inputted by you on to the Platform including without limitation onto any Scorecard (User Content). We hereby grant you a non-exclusive, non-transferable right to the User Content for the sole purpose of using the Platform.
11.3. We shall be permitted to use any data collected via your Account and the Platform as we think fit including without limitation for industry standard benchmarking or to make available to the company to which the relevant Scorecard relates or which is discussed under the relevant Scorecard or to permit someone to access and view the Scorecard as a Follower . We shall be permitted to use the data as we determine and in our utter discretion save for we shall not knowingly provide data in respect of the Scorecard (other than that data which is available to view on the Platform without an Account and joining a Scorecard) to any direct competitor of the company to which the Scorecard relates other than as aggregated and anonymised bench-marking data. We do not, however, monitor who may be invited to join a Scorecard or who may request to join a Scorecard via the Scorecard controller or administrator and should a direct competitor be permitted or invited to access a Scorecard we shall not be liable in any circumstances.
11.4. We (and our licensors) reserve all our intellectual property rights (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.
11.5. Nothing in these Terms grants you any legal rights in the Platform other than as necessary for you to access it. You agree not to adjust, try to circumvent or delete any notices contained on the Platform (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the Platform.
11.6. Trade marks: Use by you of any trade marks on the Platform is strictly prohibited unless you have our prior written permission.
11.7. You acknowledge and agree that:
11.7.1. We may include your name, logo or trade mark in a list of our customers in any medium or in any link from the Platform; and
11.7.2. We may refer to you, orally or in writing, as a user of the Platform for promotional, marketing and financial reporting purposes.
11.8. You acknowledge and agree that:
11.8.1. We are not responsible or liable for the deletion of or failure to store any of the User Content, and other communications maintained or transmitted through use of the Platform;
12. Accuracy of information and availability of the Platform
12.1. We try to make sure that the Platform is accurate, up-to-date and free from bugs, but we cannot promise that it will be. Furthermore, we cannot promise that the Platform will be fit or suitable for any purpose. Any reliance that you may place on the information on the Platform is at your own risk.
12.2. We may suspend or terminate access or operation of the Platform at any time as we see fit.
12.3. Any Content is provided for your general information purposes only. It is a statistical analysis based on data received via the Platform. It has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Platform and its Content .
12.4. While we try to make sure that the Platform is available for your use, we do not promise that the Platform will be available at all times or that your use of the Platform will be uninterrupted.
13. Hyperlinks and third party sites
13.1. The Platform may contain hyperlinks or references to third party advertising and websites other than the Platform. Any such hyperlinks or references are provided for your convenience only. We have no control over third party advertising or websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party advertising or website does not mean that we endorse that third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third-party site and is at your own risk
13.2. You acknowledge that the Platform may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that if you do, you each do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you (as the case may be), with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Platform.
14. Disclaimer and Legal Rights
14.1. Nothing on the Platform constitutes advice on which you should rely. It is provided for general information purposes only.
14.2. Insofar as is permitted by law, we make no representation, warranty, or guarantee that the Platform will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
14.3. We do not make any representations, warranties, or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.
14.4. We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any Scorecards. Any such opinions, views, or values are those of the relevant user, and do not reflect our opinions, views, or values in any way.
15. Limitation on our liability
15.1. Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for any:
15.1.1. losses that were not foreseeable to you and us when these Terms were formed;
15.1.2. losses that were not caused by any breach on our part;
15.1.3. business losses; and
15.1.4. losses to non-consumers.
15.2. This clause 14 sets out our entire financial liability (including any liability for the acts or omissions of its employees, agents and subcontractors) to you:
15.2.1. arising under or in connection with these Terms or the Platform;
15.2.2. in respect of any use made by you of the Platform or any part of them; and
15.2.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms or the Order Form.
15.3. Except as expressly and specifically provided in these Terms:
15.3.1. you assume sole responsibility for results obtained from the use of the Platform by you or any user, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you or any user in connection with the Platform, or any actions taken by us at your direction;
15.3.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement;
15.3.3. the Platform are provided to you and the Users on an "as is" basis.
15.4. Nothing in this agreement excludes our liability of
15.4.1. for death or personal injury caused by our negligence; or
15.4.2. for fraud or fraudulent misrepresentation.
15.5. Subject to clause 15.3 and clause 15.4:
15.5.1. We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
15.5.2. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the higher of the total fees paid for use of the Platform for the three months prior to the breach and £100.
16. Term and Termination
16.1. These Terms shall, unless otherwise terminated as provided in this clause 16, commence on the date specified on your Account and shall continue in force unless and until either party provides no less than four weeks written notice to the other party or where either terminates these Terms with immediate effect by giving written notice to the other party if:
16.1.1. The other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
16.1.2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
16.1.3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
16.1.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
16.1.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.1.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.1.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
16.1.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
16.1.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
16.1.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
16.1.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.4 to clause 16.1.10 (inclusive);
16.1.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
16.2. On termination of these Terms for any reason:
16.2.1. all licences granted under this agreement shall immediately terminate;
16.2.2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
16.2.3. without limiting the effect of clause 16.2.2, we may require you to immediately to return all copies of the software, our Confidential Information and any other materials or to erase the same from your computer and communications systems and devices used by you including such systems and data storage services provided by third parties (to the extent technically and legally practicable). You may, at our request, be required to confirm in writing that all such copies have been returned or so erased;
16.2.4. We may destroy or otherwise dispose of any of the User Content.;
16.2.5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced;
16.2.6. any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement, shall remain in full force and effect; and
16.2.7. any outstanding balance becomes immediately due and payable.
17.1. Each party may be given access to confidential information from the other party in order to perform its obligations under these Terms. A party's confidential information shall not be deemed to include information that:
17.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
17.1.2. was in the other party's lawful possession before the disclosure;
17.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
17.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
17.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
17.2. For the avoidance of doubt any User Content including without limitation any information provided by you on the Scorecard or the Platform is not considered confidential information.
17.3. We shall hold your confidential information in confidence and, unless required by law, not make use of your confidential information available to any third party, or use your confidential information for any purpose other than the implementation of this agreement at all times whilst you hold an Account and for three years after the Account is closed.
17.4. You must hold our confidential information in confidence and, unless required by law, not make our confidential information available to any third party, or use our confidential information for any purpose other than the implementation of this agreement.
17.5. Each party shall take all reasonable steps to ensure that the other's confidential information to which it has access is not disclosed or distributed by its employees or agents in breach of these Terms.
17.6. We shall not be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.
17.7. The parties acknowledge that:
17.7.1. our confidential information includes details of the Content, the Platform, and the results of any performance tests of the Platform;
17.8. The above provisions of this clause 17 shall survive termination of these Terms, however arising.
18. Events beyond our control
We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that you are notified of such an event and its expected duration.
19. Rights of third parties
No one other than a party to these Terms has any right to enforce any of these Terms.
20. Variation
20.1. No changes to these Terms are valid or have any effect unless agreed by us in writing or made in accordance with this clause 20.
20.2. We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Platform and by continuing to use and access the Platform following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.
21. Disputes
We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with us, please contact us as soon as possible using the contact details set out at the top of this page.
22. Governing Law
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
23. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
24. General
24.1. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
24.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
24.3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
24.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
24.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
24.6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
24.7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
24.8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Acceptable use policy
1. Together with our Platform Terms (https://www.partnerscore.io/terms-conditions), this acceptable use policy (Policy) governs how you may access and use the Platform.
2. You should read this Policy carefully before using the Platform.
3. By accessing or using the Platform or otherwise indicating your consent, you agree to be bound by this Policy, which supplements our Platform Terms. If you do not agree with or accept any part of this Policy, you should stop using the Platform immediately.
4. If you have any questions about this Policy, please contact us using the contact details provided in our Platform Terms here.
5. In this Policy:
‘we’, ‘us’ or ‘our’ means Rootsquared Ltd (trading as Partnerscore), a company registered in England and Wales under company registration number 10569802. Our registered office is at Over Dean, Bigfrith Lane, Cookham Dean, Berkshire, England, SL6 9PH; and
‘you’ or ‘your’ means the person accessing or using the Platform or its content.
6. You shall not access, store, distribute, upload or transmit any material to the Platform that:
6.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
6.2 facilitates illegal activity;
6.3 depicts sexually explicit images;
6.4 promotes unlawful violence;
6.5 contains a Virus;
6.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
6.7 is defamatory, obscene, deliberately offensive, hateful or otherwise inflammatory;
6.8 promotes violence;
6.9 promotes or assists in any form of unlawful activity;
6.10 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
6.11 is calculated or is otherwise likely to deceive;
6.12 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
6.13 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
6.14 implies any form of affiliation with us where none exists;
6.15 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party;
6.16 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence; or
6.17 is otherwise illegal or causes damage or injury to any person or property.
7. You may not use our trade marks, logos or trade names without our written consent.
8. We shall apply the terms of this Policy in our absolute discretion. In the event of your breach of this Policy we may terminate or suspend your use of the Platform, remove or edit any communication to users of our Platform by you, report you to law enforcement authorities or take any action we consider necessary to remedy the breach.
