Terms of Use

1. Terms of Use

1.1 These terms of use (the “Terms of Use”), together with the Order Form and any documents referred to as forming part of them (collectively, the “Agreement”) set out the terms on which you and your employees, agents, independent contractors, and any other third parties who are authorised by you to use the Platform in accordance with the Agreement (“Authorised Users”) may make use of the services accessible from: (a) our website at brandtraction.co.uk or proquoai.com(the “Website”); and (b) any accompanying mobile application we may allow you to use now or in the future (the “App”).

1.2 In the Agreement, the App, the Website, and all back-end functions which are provided through the App and the Website are referred to as the “Platform”.

1.3 The Platform is a tool for collecting and analysing marketing and survey data for your internal business purposes (the “Purpose”), and you may only use the Platform for the Purpose.

1.4 You may register for an account with us (“Subscription Account”) on the Platform by completing and submitting the account registration form. The Agreement shall commence on the effective date specified in your Order Form (“Commencement Date”) and shall terminate on the date the Agreement terminates or expires in accordance with its terms (“Subscription Term”).

1.5 In consideration of you agreeing to abide by the Agreement and payment of the Subscription Fees (as defined below), we grant you a limited, non-transferable, nonexclusive, revocable licence to permit the Authorised Users to use the Platform (including the Platform Data) for the Purpose from the Commencement Date until termination or expiry of the Subscription Term, subject always to the terms of the Agreement.

2. Information About The Parties

2.1 The operator of the Traction platform is Brand Traction Limited, registered in England and Wales with company registration number 14264902, with our London office Michelin House 81 Fulham Road, London, Greater London, United Kingdom, SW3 6RD ("Traction"/"we"/”us”) and references to “our” shall be construed accordingly.

2.2 References to “you” in the Agreement will refer to the duly incorporated entity whose legal status is recognised under the laws of the territory in which it is incorporated which holds the Subscription Account (and references to “your” shall be construed accordingly).

3. Other Applicable Terms and Related Third Party Services

3.1 These Terms of Use also refer to the following documents which you agree that you have read: (a) our Privacy Notice (the “Privacy Notice”), which sets out the terms on which we may process personal data you provide to us as a controller, and information about the cookies we use on the Platform; and (b) if provided to you, our Platform Policy (the “Platform Policy”), which sets out additional terms that apply to your use of the Platform and you agree to comply with when using the Platform.

3.2 You shall also be subject to any rules or policies applied by any app store provider from where you downloaded the App (if applicable).

3.3 You are responsible for making all arrangements necessary for you to access the Platform, including subscription to any network required to access internet or mobile services (“Networks”) and for all problems, conditions, delays, delivery failures and other loss or damage arising from or relating to your connection to the Networks. You will also be responsible for obtaining permission from the owner(s) of the device(s) used to access the Platform (“Devices”). You are responsible for any charges which may apply for use of any Networks and/or Device(s), including data usage.

4. Changes to These Terms of Use

4.1 We may revise these Terms of Use and any documents referred to as forming part of the Agreement (other than the Order Form) from time to time. We will make any revised documents available on the Platform. Any material changes to the Terms of Use shall be notified to you via the Platform or by other means and you shall have a chance to review and accept the changes before continuing to use the Platform. Changes to the Terms of Use shall not be retrospective.

4.2 From time to time updates to the App (if applicable) may be issued through the relevant app store. Depending on the update, you may not be able to use the Platform via the App until you have downloaded the latest version and accepted any new Terms of Use.

5. The Services

5.1 The Platform contains tools and interactive features that we have provided for the Purpose (the “Services”) which are selected by you and which we agree to provide to you on the terms of the Agreement.

5.2 Upon selection of Services, we will send you an order form for your review and acceptance which will detail:

(a) the Services you have chosen to receive;

(b) the relevant charges for the Services (“Subscription Fees”);

(d) the relevant subscription model, as described in clause 6, which you have chosen, (the “Order Form”).

5.3 The Order Form shall form part of the Agreement and shall not constitute a separate agreement to the Terms of Use. In the event of any conflict or inconsistency between (1) the Order Form; (2) these Terms of Use; and (3) any other document referred to in this Agreement, the parties agree that a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

5.4 Once you have entered into an Order Form with us, we will invite you to attend an introductory session with us, following which you will be a “Subscriber” and shall have full access to the Services you have chosen to receive.

5.6 Some parts of the Services may only be provided to you once we have received an instruction from you to commence provision of the same. Once received by us, such an instruction cannot be cancelled by you

5.7 Additional features to the Services (“Upgrades”) may be added by you as a Subscriber by notifying us in writing, and if we agree to provide the Upgrades, we will issue you with an update to your Order Form (“Order Form Update”) indicating the Upgrades to be added to your Service Subscription (as defined below) and the relevant Subscription Fees. Once you and we have accepted the Order Form Update (including by electronic signature), this shall constitute a variation of the Order Form, solely with respect to the Upgrades. The Service Subscription shall remain otherwise unchanged and Subscription Fees for the Upgrades will be charged as specified in the Order Form.

5.8 If you wish to cancel an Upgrade that you have ordered, you must notify us in writing, and if we agree to cancel the Upgrade, we will issue you with an Order Form Update indicating your updated Service Subscription and Subscription Fees and the effective date for such changes. Once you have accepted the Order Form Update (including by electronic signature), this shall constitute a variation of the Order Form solely with respect to the cancelled Upgrades.

5.8 We shall use our reasonable endeavours to ensure that the Services are available at all times during the Service Subscription, except for reasonable scheduled downtime for system upgrades and maintenance, or during periods where wider internet services are unavailable or compromised, but we do not guarantee that the Services will always be available or error free. We may modify the Services from time-to-time provided any such modification does not have a material adverse impact on the Services.

5.9 We shall not be liable to you in relation to delayed completion or performance of any of our obligations under the Agreement to the extent to which such delay or failure is the result of any act or omission by you or any Authorised User.

5.10 The Platform and any recommendations we provide are intended to provide general information only. By their nature, the information and recommendations provided involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking information will not occur, which may cause actual performance in future periods to differ materially from any estimates or projections or future performance or results expressed or implied by such recommendations or information. We are under no obligation to update or revise any recommendations or information, whether as a result of new information, future events or otherwise, after the date on which the recommendations or information are produced or to reflect the occurrence of unanticipated events. You should not place any reliance on any recommendations or information, and you remain solely responsible for any actions or decisions you take regarding the operation of your business.

6. Subscription Model

6.1 We provide the Services to you as a recurring paid subscription (“Service Subscription”). The Service Subscription shall have an initial period of a duration as specified in the Order Form (the “Initial Period”).

6.2 On the date of expiry of the Initial Period, unless otherwise specified in the Order Form, your Service Subscription shall automatically renew for further consecutive subscription periods equal to the Initial Period, each such period being a “Renewal Period”, until your Service Subscription is terminated in accordance with the Agreement, including the cancellation right set out in clause 9.1.

6.3 Each successive renewal period will attract a rate increase of 5% applied to the previous period total charges and shall be set out in a new relevant Order Form.

6.4 Upgrades added in accordance with clause 5.6 shall be provided on the same terms as your original Services, save that the start date and fees for such Upgrades shall be as set out in the relevant Order Form Update.

7. Authorised Users

7.1 A Service Subscription shall include access for up to five distinct natural persons as Authorised Users. We may permit you to add additional Authorised Users, subject to payment of any additional fees as notified by us.

7.2 In relation to the Authorised Users, you undertake that:

(a) the maximum number of Authorised Users you authorise to access and use the Services shall not exceed the number set out in clause 7.1 or which we have otherwise agreed with you from time to time;

(b) each Authorised User will be required to use an email address, username, password or other combination of identifying information required by us (“Identification Data”). Authorised Users must keep their Identification Data confidential and not disclose it to any third party. If an Authorised User knows or suspects that anyone other than them knows their Identification Data, they must immediately change their Identification Data and promptly notify your designated Customer Service Representative.

(c) you will not permit the Identification Data of an Authorised User to be used by more than one individual unless it has been reassigned in its entirety to another individual with the first individual no longer having any right to use that Identification Data;

(d) you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 2 business days of receiving written request from us to do so;

(e) you shall permit us or our designated auditor to audit the Services in order to establish compliance with the Agreement, such audit to be carried out at our expense on reasonable prior notice in such a manner as not to substantially interfere with your business; and

(f) if an audit reveals:

(i) that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and/or

(ii) that you have underpaid Subscription Fees in respect of the number of Authorised Users accessing the Services, then without prejudice to our other rights, you shall pay us an amount equal to such underpayment as calculated in accordance with the prices for each Authorised User under your current Service Subscription within 10 business days of the date of the audit.

7.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.

7.4 You are responsible for any activity on the Platform arising out of any failure to keep Identification Data confidential, and may be held liable for any losses arising out of such a failure.

8. Your Use of The Services

8.1 A Service Subscription shall include access for up to five distinct natural persons as Authorised Users. We may permit you to add additional Authorised Users, subject to payment of any additional fees as notified by us.

8.2 In relation to the Authorised Users, you undertake that:

(a) the maximum number of Authorised Users you authorise to access and use the Services shall not exceed the number set out in clause 7.1 or which we have otherwise agreed with you from time to time;

(d) you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 2 business days of receiving written request from us to do so;

(f) if an audit reveals:

8.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.

8.4 You are responsible for any activity on the Platform arising out of any failure to keep Identification Data confidential, and may be held liable for any losses arising out of such a failure.