Last updated: 9th July, 2021
If you will be using the Services on behalf of an organization, and that organization does not have an existing signed agreement with us, you agree to these Terms for that organization and represent to Spidergap that you have the authority to do so. When acting on behalf of an organization, “You” and “Your” will refer to that organization.
If you will be using the Services on behalf of an organization, and that organization does have an existing signed agreement, then that agreement will govern your use of the Services.
|“Access Fee”||means the fee (excluding any taxes and duties) payable by You in accordance with the fee structure and schedule set out on the Website.|
|“Confidential Information”||includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.|
|“Data”||means any data inputted by You or with Your authority into the Website. This includes data inputted by participants that you have access to via your Spidergap Organizations and Projects.|
|“Data Controller”||is the entity that determines the purposes and means of processing personal data, with the associated responsibilities defined in applicable data protection laws.|
|“Free Trial”||means access to use Spidergap without first providing an Access Fee.|
|“Intellectual Property Rights”||means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.|
|“Participant”||means a person from whom you are collecting data, or with whom you are sharing data, within your Project or Spidergap Organization (though not through giving them administrator access). For example, this includes people who are providing feedback, and people who are receiving feedback.|
|“Project”||means a specific online project created within the Service. All Projects exist within a Spidergap Organization.|
|“Service” or “Services”||means the online services made available (as may be changed or updated from time to time by Spidergap) via the Website.|
|“Spidergap”||means Spidergap®, which is a registered trademark of Bridging Insight Ltd. Bridging Insight Ltd is a limited company registered in England and Wales, company no: 07257519. However, for simplicity on this Website, when we refer to Spidergap we mean both Spidergap, the online tool for 360° Feedback, and Bridging Insight Ltd, the company.|
|“Spidergap Organization”||means an “organization” within the Service that typically represents an actual organization and groups together Projects, Participants and other relevant Data such as billing information.|
|“Subscription”||means a subscription where you pay a fee at the start of each Subscription Period in use the Service during that period.|
|“Subscription Period”||means a period for which you have access to the Service in return for the Access Fees being paid in advance of that period. This period is typically 12 months.|
|“Website”||means the Internet site at the domain www.spidergap.com or any of its sub-domains.|
|“You”||means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf.|
2. Your Data
2.1. You retain ownership of Your Data
Spidergap will treat any information you provide as Confidential Information without any time limit. Spidergap will not pass the information on to third parties or use the information for any purpose other than performing their duties under this agreement.
However, information will not be regarded as Confidential Information if it:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- was lawfully known by Spidergap before we received it from you;
- is independently developed by Spidergap without reference to the Confidential Information.
Spidergap will notify You within 24 hours of becoming aware of any potential unauthorized use or disclosure of Confidential Information.
Upon your written request, Spidergap shall confirm that Confidential Information and any copies of it in whatever form have been destroyed.
Spidergap will follow and maintain environment, safety and facility procedures, data security procedures and other safeguards to prevent the destruction, corruption, loss or alteration of Your Data, and to prevent access, intrusion, alteration or other interference by any unauthorized third parties. These procedures will be no less rigorous than industry best practices including ISO27001. Spidergap has taken — and will continue to take — appropriate technical and organizational measures, and regularly tests, assesses and evaluates the effectiveness of these.
2.5. Location of data processing
Spidergap servers will be based in the UK and the European Economic Area.
Spidergap has a global team of employees and contractors. Any Spidergap team member accessing or processing your data will have a direct contract and/or confidentiality agreement with Spidergap to protect your data in line with these Terms. These direct contracts and confidentiality agreements include GDPR standard contractual clauses.
Spidergap may use third-party service providers, including providers outside of the European Economic Area. All service providers have been reviewed to ensure they will also protect your data in line with these Terms, and will be subsequently reviewed on a regular basis to ensure they continue to meet our requirements.
By agreeing to these Terms you agree that we can transfer Personal Data outside of the European Economic Area in this way, without additional advance notification.
2.6. Backup and restoration
Spidergap will regularly and frequently back up your Data to one or more geographically-dispersed locations. These backups typically ensure that no more than an hour of Data can be lost even in the event of a disaster.
Spidergap will regularly test backups and disaster recovery procedures to ensure that access to systems and Data can be restored in a timely manner.
2.7. Compliance and auditing
Spidergap will support you in performing reviews, inspections and audits of how we process your data where required by — and to the extent required by — data protection legislation such as the General Data Protection Regulation (GPDR).
As Spidergap is a remote-company with employees based world-wide, it is not possible to perform an onsite audit. We will provide reasonable access to systems, documentation and other materials requested where they are needed to demonstrate our compliance and do not compromise the data protection of other customers. Where possible, we will demonstrate our compliance through industry-accepted certification, such as ISO27001 certification for the security measures we take.
To support this, you agree that:
- You will discuss and agree with Spidergap on the reasonable start date, scope and duration of the inspection and audit.
- Spidergap may charge a fee for supporting the audit which Spidergap will share in advance. This fee will be based on reasonable costs and is necessary given Spidergap’s highly competitive pricing model and large number of customers. The fee may be subsidized or waived entirely at Spidergap’s discretion.
- You will not share any information gathered from the review, inspection or audit — which shall be considered as Confidential Information — unless the information has been publicly shared by Spidergap.
- You will not inspect or audit Spidergap more than once every 12 months unless exceptional circumstances apply (such as a security breach, sector wide issue or regulatory investigation).
- You will not use a 3rd party auditor that, in Spidergap’s opinion, is not suitably qualified or independent, a competitor of Spidergap, or in some other way unsuitable. In these circumstances you can appoint a different auditor or conduct the audit yourself.
2.8. Data protection impact assessments
2.9. Further supporting your compliance
Spidergap will notify you immediately if we become aware that You are asking us to perform any activity that would infringe GDPR or other data protection laws.
3. Spidergap IP
3.1. Spidergap IP
Spidergap retains ownership and all Intellectual Property Rights in the Service, Website and all associated content except Your Data. You may only use Spidergap trademarks and brand materials with separate written consent.
4. Your responsibilities and acceptable use
4.1. Your responsibilities
You must use the Services in compliance with, and only as permitted by, applicable law. You are responsible for Your conduct, Data and communications while using the Service. Spidergap is not responsible for any actions you take with your Data, including sharing it publicly.
4.2. You accept joint responsibility for shared Data
You may grant full or limited access to other users to access your Spidergap Organizations and Projects, and may be granted access to Spidergap Organizations and Projects by other users. You accept joint responsibility for any Spidergap Organization and Project that you share access to with others users, unless you have written agreements with the other parties that clarify who is responsible.
Your access may revoked by other users with sufficient privileges to your Spidergap Organization or Project at any time. You can also revoke your own access to a Spidergap Organization or Project. After your access is revoked, you remain responsible for any actions taken or Data collected during the period that you had access, and for any actions or Data collected by users who you have granted access, unless you have written agreements with the other parties to transfer this responsibility.
4.3. Securing access to your account
You are responsible for securely managing access to your account, Spidergap Organizations and Projects.
This should include, but is not limited to:
- Only using unique, strong passwords that are not shared with any other party
- Creating unique accounts for each user that has access
- Removing the access of other users who may pose a security risk. For example, this could include a colleague who is leaving your organization.
You must immediately notify Spidergap of any unauthorized use of your password or any other breach of security you become aware of.
4.4. Acceptable use
You agree that:
- You may not impersonate another person or their email address to misrepresent yourself when creating or updating your account, or in communications sent using the Service or in correspondence with the Spidergap team
- You may not circumvent or attempt to circumvent any limitations imposed on your account
- You may not send abusive communications through our Service or in correspondence with the Spidergap team
- You may not use Spidergap to send spam
- You may not attempt to test or breach the security of the Service without written permission from Spidergap
- You may not attempt to reverse engineer any part of the Service
- You may not knowingly use Spidergap excessively such that it affects the quality of service provided for other users
- You may not use Spidergap to provide research for or benefit a competitive product or service
- You may not use Spidergap for any unlawful activity.
5. Your Free Trial
5.1. Free Trials
Spidergap may offer a Free Trial that grants you limited usage of the Service at no cost.
5.2. Limited to one Free Trial per organization
Spidergap offers the Free Trial in good faith and limits the Free Trial offer to one user per organization. You may contact our support team to discuss extending the Free Trial if you have legitimate reasons to do so.
5.3. Right to retract
Spidergap reserves the right to retract or suspend a Free Trial at any time.
6. Fees and payment
6.1. Payment of fees
You agree to pay Spidergap any Access Fees for any services you purchase or use in accordance with the pricing and payments terms presented to you for that service. Fees paid are non-refundable except where provided in these Terms or required by law.
If you purchase a Subscription for a service, the Subscription will automatically renew at the end of the Subscription Period. We will attempt to notify you ahead of the renewal date to avoid surprises. You can cancel the automatic renewal at any time, in which case the Subscription will continue until the end of the Subscription Period and then terminate.
You are responsible for payment of all taxes and duties relevant to your country. Where Spidergap is required by law to collect or pay taxes, these will be invoiced to you. If you are required by law to withhold any taxes, you must provide Spidergap with tax receipts or other documentation that clearly supports such payments.
6.4. Price Changes
Spidergap may change the pricing for its services at any time. Any pricing change will only affect a Subscription at the time of renewal. Spidergap will notify you in advance of any price changes, providing reasonable opportunity to cancel a Subscription.
6.5. Discounts and preferential pricing
Spidergap may offer discounts or preferential pricing to partner organizations, charities, academic institutions and any other customer. Spidergap reserves the right to retract any discount or preferential pricing for invoices that have passed their due date without payment, and from future fees that have not yet been invoiced.
7. Termination of service
7.1. You may terminate your access at any time
You can choose to terminate your use of the service at any time. This is achieved by opting out of the Subscription auto-renewal (if applicable) and optionally contacting our support team to request for your account to be deleted.
7.2. Spidergap may terminate your access
Spidergap may terminate your access for any reason by giving 90 days notice and a pro rata refund for any unused access to the Service that has been paid for.
Spidergap may suspend or terminate your access immediately if:
- You breach these Terms and do not remedy the breach within 14 days of receiving written notification;
- You breach these Terms and the breach cannot be remedied;
- You do not make payment for an invoice within 30 days of the due date;
- You cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
We will make commercially reasonable efforts to contact you and remedy the situation in advance of suspending or terminating your account.
You will not be entitled to a refund unless we are in breach of these Terms and have failed to remedy it for 30 days after you notified us in writing; or where a refund is required by law. Any refund will be calculated on a pro rata basis.
7.4. Outstanding payments
You will remain liable for any outstanding payments due before or after the termination for services that have already been used.
7.5. Inactive accounts
Spidergap may terminate and delete your account — including any associated Data — if no payment or activity has been seen for over 12 months. Spidergap will attempt to contact you before deleting any account so that you may login and in doing so prevent the deletion.
7.6. Survival of Terms
Sections 1, 2, 3, 6, 7, 8, 9 and 11 will survive the termination of these Terms.
8. Disclaimers and Limitations of Liability
We do our best to provide an outstanding service to customers, and we work very hard to implement and test that are solutions are of a high quality. However, we know errors can be made, and anyone who uses our Service or information provided by this Website or the Spidergap team should do so bearing this in mind. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND SPIDERGAP DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
8.2 Exclusion of certain liability
TO THE EXTENT PERMITTED BY LAW, SPIDERGAP WILL NOT BE LIABLE FOR DAMAGES CAUSED BY THE SERVICES OR WEBSITE, UNLESS DUE SOLELY TO OUR WRONGDOING. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
8.3. Limitation of liability
TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH OF SPIDERGAP, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES OR WEBSITE IS LIMITED TO YOUR DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
To the extent permitted by law, you indemnify Spidergap and — if applicable — its subsidiaries, affiliates, officers, directors, employees, agents and suppliers against any and all claims, costs, damage and loss arising from your use of the Service. This indemnification includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks or other proprietary rights and from the use of any libelous or unlawful material contained within your Data.
8.5. Business use
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
9. Contracting entity
9.1. Contracting entity
You are contracting with Bridging Insight Ltd. Bridging Insight Ltd is a limited company registered in England and Wales with the company registration number 07257519. Spidergap® is a registered trademark of Bridging Insight Ltd.
9.2. Governing law
These Terms shall be governed by and construed in accordance with the law of England and Wales.
Unless any alternative dispute resolution procedure is agreed between the parties, each party agrees to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute which arises out of or under this Terms.
10. Changes and updates
10.1. Changes to Terms
Spidergap may update these Terms at any time and will publish any changes to the legal page on the Website. If the change is considered material, at Spidergap’s discretion, Spidergap will notify you by email or when you next login to your account.
Changes to the Terms will become effective when published on the Website. By continuing to use the Service after the Terms have been become effective, you agree to be bound to the updated terms.
10.2. Changes to Services
Spidergap frequently updates and improves the Services — often multiple times per day or week — and may do so without providing notification. Spidergap may also choose to stop providing a Service or a part of it, or to remove content from the Service, at any time.
We will attempt to notify you before any changes that will materially impact you, if practical under the circumstances. You can choose to terminate your use of the Service if unhappy with any change.
11. Other terms
11.1. Entire agreement
11.2. No waiver
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
11.3. No assignment
You may not assign or transfer any rights to any other person without Spidergap’s prior written consent.
If any provision of these Terms is determined to be invalid, unenforceable or in conflict with the law, that provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of that provision, or else severed if this is not possible. The remainder of these Terms will remain in full effect.
11.5. Third party beneficiaries
These Terms create no rights for third party beneficiaries.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Spidergap must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Spidergap. Notices to You will be sent to the email address associated with your Spidergap account.
11.7. Compliance with law
Spidergap will comply with all applicable laws in conducting the services. This includes but is not limited to laws relating to anti-bribery, anti-slavery and human trafficking.