Please read this agreement carefully as it governs your use of our online services (your "Subscription") and limits our liability to you. By clicking "I accept" at the end of this screen and submitting your business details through the website at www.howwas.com (the"Site") you are offering to enter into a contract for our direct feedback and marketing service (as more particularly described on our Site (the "Service") and agreeing to the terms that appear below. You are also agreeing to this Agreement on behalf of that business and references to "you" and "your" include you and your business (i.e. the company, partnership, sole trader or other organisation which you work for or represent). If you have any questions please email us at info@howwas.com.
Provision of Service
The Service is provided by UK Knowledge Limited, a company registered in Scotland (No. SC305346), whose registered office is at The Mechanics Workshop, New Lanark, Lanark, Lanarkshire, United Kingdom ML11 9DB (VAT No. 9178531) (the "Company"/ "us"/ "we").
We regret that we can only offer the Service to users in the UK. If your business is not based in the UK, you may not receive the Service.
You acknowledge that you have provided the Company with accurate and complete registration information and that it is your responsibility to update the Company with any changes to that information (including your email address) by emailing membersupport@howwas.com.
Registration for the Service
To register your business for the Service you must be over eighteen years of age, accessing this Website from the United Kingdom.
To register your business for the Service you must complete our online registration form.
You must ensure that the details provided by you on registration or at any time are correct and complete. It is your responsibility to update us of any changes to your details (including your email address and your credit or debit card details).
Errors in your registration should be corrected by you as soon as you become aware of them. You can correct errors as follows:-
before you submit your registration form, by deleting the inaccurate details and re-entering the relevant information on the registration form; or
after you submit your registration form, by clicking on "Edit my Business Details" on the control panel when you have logged in.
We will send you an email within 24 hours confirming receipt of your online registration. No contract is concluded at this point.
We reserve the right to refuse any registration at our sole discretion.
We will send you an email within 7 days]confirming whether we will be able to provide the Service to you. If we can, the then the Service will commence immediately thereafter and you will have no right to cancel, except as provided in this Agreement
All contracts will be concluded in the English Language.
Subscribers' Account, Password and Security
Each Subscription is for a single person, business or organisation only as included in your registration information. On registration, you will be allocated a user name and password ("ID"). You may choose to authorise your employees (together "Users") to use your ID whilst carrying out the business of your organisation. You are responsible for all use of the Service by all such Users and anyone else using your ID and for preventing unauthorised use of your ID. You must ensure that your Users comply with the terms of this Agreement and all reasonable user terms made available on the Website.
If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of your ID, you must notify the Company immediately by emailing membersupport@howwas.com. If the Company reasonably believes that your ID is being used in any way which is not permitted by this Agreement, the Company reserves the right to suspend access rights immediately on giving notice to you and to block access from your ID until the issue has been resolved.
The Company is continually seeking to improve the Service. The Company reserves the right, at its discretion, to make changes to any part of the Service provided that it does not materially reduce their content or functionality.
Following your acceptance of this Agreement, and your payment of the Subscription Fee (or your agreement to take the 30-day free trial) we will make the Service available to you and except as set out in this Agreement you will have no right to cancel the contract before the end of your Subscription once we have done so.
Limited Rights to Use Content
All material displayed on the Service ("Content") belongs to the Company or its licensors. Subject to clause 3.2, your Users may (subject always to clause 4):
retrieve and display the Content on a computer screen;
print individual pages on paper and store such pages in electronic form on disk and on your PC or internal server (but not on any other server or other storage device connected to an external network); and
bookmark or link to any part of the Service.
Most of the Content in the Service is owned by the Company but certain content is used under licence from third parties ("Third Party Content") and will be marked with the copyright notice of those third parties. Some of the Third Party Content will be subject to additional restrictions - the relevant copyright notice will make it clear where that is the case.
You may not (without contacting us to obtain prior written permission):-
redistribute any of the Content (including by posting or displaying it in a public place or otherwise by allowing it to be read by persons outwith your organisation);
remove the copyright or trade mark notice from any copies of the Content made under this Agreement;
create a database in electronic or structured manual form by systematically downloading and storing all or any of the Content; or
except as expressly set out above, modify, reproduce or in any way commercially exploit any of the Content.
Copyright in any software that is made available for download for the participation in the Service ("Software") belongs to the Company or its suppliers. Your use of the Software is governed by the terms of any licence agreement that may accompany or be included with the Software.
You acknowledge that "HOWWAS" is a registered trade mark and that you may not use it without written permission, other than in the form and in the manner provided for in clause 10 .
Subscription Fees
The fee for your Subscription ("Subscription Fee") is calculated and payable monthly on the same date every month as you make your first payment which is the date of the start of your Subscription (unless otherwise stated) in advance by credit card.
No contract is formed between you and us, and the Company shall be under no obligation to provide the Service, until (i) we have confirmed our acceptance of your order for the Service (see clause 2.7) and (ii) the Subscription Fee has been paid (or where applicable, you have agreed to take a free 30-day trial (see clause 5.6)).
Your Subscription will automatically renew and your credit card will be debited every month as provided above unless the Company receives written notice from you 30 days or earlier prior to the end of the current Subscription. Unless notified otherwise in advance in accordance with clause 5.5, the renewal fee will be an amount equal to your original Subscription Fee (which will be as displayed on our Site or otherwise notified to you at the time you register for the Service).
If there is a change to the Subscription Fee payable for a subsequent month we will notify you at least 30 days before it becomes due. Unless the Company receives written notice from you 30 days or more prior to the end of the current Subscription, the Subscription will renew for an additional month at the new Subscription Fee.
You must keep your credit card information up to date, including notifying it in respect of any cancellation, validity or expiry. If your credit card cannot be processed for any reason, the Company reserves the right to cancel the Service.
From time to time, we may offer a 30-day free trial period for new customers. If you have selected a 30- day free trial you may access the Service free for 30 days. You may only benefit from one free trial and, if the Company discovers that you have requested more than one free trial, you will become liable for payment of the Subscription Fee.
You may cancel your access to the Service at any time during your free 30-day trial by emailing the Company at membersupport@howwas.com.
If you do not cancel your access to the Service during a free 30-day trial, you will be deemed to have agreed to subscribe for the Service and the Subscription Fee will be debited from your credit card within three days following the end of the free 30-day trial.
Participation by your Customers
The Service allows feedback to you directly from your customers ("Customers"). The opinions, advice, recommendations, assessments and statements contained in messages posted on the Service ("Messages") are those of Customers (whom you have invited to post such Messages) and not the Company.
The Company does not control, edit, moderate or monitor the content of the Messages. The Company will not be responsible as author, editor or publisher of any Message submitted by a Customer and expressly excludes liability for any loss or damage arising from the posting of such messages. The Company reserves the right to promptly remove any Message which it deems to be potentially defamatory to any person, unlawful or in violation of any third party rights.
You may not copy, reproduce, publish, distribute or otherwise disseminate any Messages, other than as provided at clause 3.1. The copyright in the Messages belongs to your Customers and is licensed to the Company and constitutes Content of this Website. The provisions of clause 3.1, 3.2 and 3.3 shall apply accordingly. Any use of the Messages outwith such authorized use shall constitute an infringement of copyright, and you shall free, relieve, indemnify and keep indemnified, the Company from any loss or damage arising from any claim whatsoever by one of your Customers for breach of his or her copyright or any other right.
Warranties
The Company warrants that:
it will use all reasonable skill and care in making the Service available to you and in ensuring its availability during your Subscription;
it has the right to Llcense the Content under this Agreement; and
it will take reasonable steps to ensure that the software it provides (if any) as part of the Service is virus free.
Because of the number of sources from which the Company obtains the Content and because of the nature of the Internet and archived information, errors and omissions do occur and the Company does not give any other warranties in respect of the Service. In particular, the Company makes no warranty that the Website is free from infection by viruses or anything else that has contaminating or destructive properties. All implied warranties are excluded from this Agreement to the extent that they may be excluded as a matter of law.
Limitation of Liability
The Company will use its reasonable endeavours to remedy faults in the Service during the Subscription. If we are in breach of this Agreement, you agree that your only recovery for damages that you incur, and your exclusive remedy, shall be limited to an amount equivalent to the Subscription Fee paid or payable in relation to your use for the relevant month of the Service. Where you are still in the free trial period, your only remedy will be to terminate your use of the Service.]
The Company will not be liable for any business losses such as lost data, lost profits or business interruption arising from your (or your Users') use or inability to use the Service or from any action taken (or refrained from being taken) as a result of using the Service.
Notwithstanding the above provisions of this Agreement, the Company's liability will not be limited in the case of fraud or for death or personal injury caused by the Company's negligence.
Privacy Policy
The information that you provide about yourself or your organisation to the Company will only be used by the Company in accordance with its Privacy Policy. Please read the Privacy Policy carefully and if you have any questions please email info@howwas.com.
Promotional Materials
In providing the Services, the Company shall supply you with electronic templates for promotional fliers and posters which will include the details of your business, your special offers or promotions and any logo or other trademark (together "Your Promotional Content") which you add at registration for you to position in your business premises and/ or otherwise distribute to your customers (the "Materials").
You may only add the name of your business (, details of any service, product or particular promotion which you are looking for customer feedback or evaluation on, and any promotional items which you are offering to give to customers in exchange for their participation and feedback through howwas.com.
You may not amend, abridge delete or otherwise tamper with any of the Materials once they have been provided to you.
Your Promotional Content will be considered non-confidential and non-proprietary, and the Company has the right to disclose to third parties any such material. The Company has the right to disclose your identity to any third party who is claiming that any of Your Promotional Content is a violation of their intellectual property rights, their right to privacy or any other rights.
The Company will not be responsible, or liable to any third party, for the content or accuracy of any of Your Promotional Content.
The Company does not actively vet or check the legality or appropriateness of Your Promotional Content, however it reserves the right to immediately withdraw the Service should it become aware that any of Your Promotional Content is unlawful, defamatory, offensive, misleading or otherwise infringes the rights of any third party.
You warrant that you own or otherwise have the right to use Your Promotional Content (or any part of it) and that none of Your Promotional Content is unlawful, defamatory, offensive, misleading or infringes the intellectual property, privacy or other rights of any third party.
You agree to indemnify and hold harmless the Company in respect of any costs or expenses (whether direct or indirect) incurred by the Company as a result of a breach by you of the warranty at clause 10.7above.
Notwithstanding any other provision of this Agreement, the Company reserves the right to terminate the Service with immediate effect if, in its sole discretion, it deems you to be in breach of this clause 10.
Direct Marketing
The Service allows you to upload short promotional messages about your special offers or promotions to our Site ("Promotional Messages") to be sent to those of your Customers who have registered to receive such marketing information.
The Company will not be responsible, or liable to any third party, for the content or accuracy of any of Promotional Messages.
The Company does not actively vet or check, monitor or moderate the legality or appropriateness of Promotional Messages, however it reserves the right to immediately withdraw the Service should it become aware that any Promotional Messages are unlawful, defamatory, offensive, misleading or otherwise infringe the rights of any third party.
You warrant that you own or otherwise have the right to use the content of your Promotional Messages (or any part of them) and that none of the content of your Promotional Messages is unlawful, defamatory, offensive, misleading or infringes the intellectual property, privacy or other rights of any third party.
You agree to indemnify and hold harmless the Company in respect of any costs or expenses (whether direct or indirect) incurred by the Company as a result of a breach by you of the warranty at clause 11.4 above.
Notwithstanding any other provision of this Agreement, the Company reserves the right to terminate the Services with immediate effect if, in its sole discretion, it deems you to be in breach of this clause 11.
Notices
All notices shall be given to the Company via email at membersupport@howwas.com or by post at The Mechanics Workshop, New Lanark, Lanark, Lanarkshire, United Kingdom ML11 9DB; or to you at either the email or postal address you provide during the registration process;
Notice will be deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.
Termination
This Agreement and your access to the Service may be terminated by written notice if you are in material breach of this Agreement and the breach is not remedied within the period of 14 days after written notice of the breach has been given to you. If the Company reasonably believes you are in breach of clause 3 it may suspend your access to the Service at any time.
You may terminate this Agreement and receive a pro-rata refund if the Service is discontinued or if the Company is in material breach of this Agreement and the breach is not remedied within the period of 14 days after written notice of the breach has been given to the Company.
Amendments to the Service or this Agreement
The Company reserves the right at any time and from time to time to modify or discontinue the Service or any part if it (whether temporarily or permanently) with or without notice.
The Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, other than as provided for at clause 11.3.
The Company has no responsibility or liability for the deletion or failure to store any survey data, Messages or other material maintained by or transmitted to the Service.
The Company reserves the right to amend the terms of this Agreement at any time, with or without notice, but where it does so, the terms of this Agreement which were in place at the time of your current subscription period will remain valid for the duration of that subscription period. The Company will notify you prior to the renewal of your Subscription if the terms of this Agreement have been amended or modified, whereupon, your failure to cancel your Subscription shall be deemed to signify your acceptance of the new or modified terms of this Agreement from the date of renewal of your Subscription.
General
We may transfer and/or assign our rights and/or our obligations under this Agreement. This will not affect your rights under this Agreement. You may not assign or transfer any of your rights or obligations under this Agreement.
Nothing in this Agreement shall be deemed to confer any rights on any other person.
If you breach this Agreement and we ignore this, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach this Agreement.
This Agreement, together with our Privacy Policy and any additional terms on the Service, represents the entire terms agreed between the parties in relation to its subject matter and may be amended only by our agreement in writing.
This agreement shall be governed by Scots law.
We will try to solve any disagreements quickly and efficiently. If you want to take court proceedings in relation to this agreement you must do so in the Scottish Courts.
