Platform product specific terms

Last updated 29 October 2024.

BY ENTERING INTO AN ORDER OR OTHER AGREEMENT WHICH INCORPORATES OR REFERENCES THIS AGREEMENT, BY CLICKING TO ACCEPT THIS AGREEMENT OR ACCESSING OR USING ANY GWI SERVICES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS LEGALLY BINDING. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT USE ANY SERVICES.

1. SCOPE AND INTERPRETATION

   1. These Platform Product Specific Terms (“Platform T&Cs”) supplement the Main T&Cs under which GWI provides its Platform Services. Defined terms shall have the meaning set out below, in these Platform Product Specific Terms. Any terms used but not defined below shall have the meaning as set out in the Main T&Cs.

      Authorized Users: your employees, Affiliates, and where set out in your Order or agreed with GWI prior to access any third party agents, advisors and customers, who in each case are not competitors of GWI, who have been authorized to access and use the Platform Services (i) in accordance with an Order; or (ii) by invitation through one or more features of the GWI Platform; or (iii) as agreed between you and GWI, subject to compliance with clauses 4.2 and 5 below;

      Exports: exports available for download from the GWI Platform, downloadable in pdf, excel, csv or jpeg format or such other format as GWI make available from time to time;

      Free Plan: means access to services GWI may provide under our free plan from time to time, with limited features and functionality; 

      GWI Platform: our proprietary web-based hosted services platform and its Exports used to deliver the Platform Services to you through any access points as directed by GWI;

      Initial Subscription Period: means the initial subscription period set out in your Order;

      Location: the location of Authorized Users as indicated on the relevant Order; 

      Partner: any third party who is authorized by GWI to resell or distribute our Platform Services;

      Platform Subscription: a paid subscription plan to use the GWI Platform and access the Syndicated Data as set out in your Order.

      Platform Services: shall mean any consumer research services made available to you by GWI pursuant to these Platform Product Specific Terms through (a) a Platform Subscription; (b) Free Plan; or (c) such other GWI Platform services as GWI may deem appropriate from time to time;

      Subscription Period: means the relevant period set out in clause 1 of these Platform Product Specific Terms;

      Syndicated Data: any aggregated information, data, statistics, report, images, text or content from the Services made available to you and where applicable provided in Exports during the Subscription Period; and

      You, you, You or your: the party entering into these Platform T&Cs or accessing the Services using the GWI Platform including your Authorized Users.

2. SUBSCRIPTION PERIOD

   1. Except where stated otherwise in your Order, the Subscription Period for a Platform Subscription shall commence on the date set out in your Order and will continue for the Initial Subscription Period and, thereafter, shall automatically renew for subsequent periods of equal duration (or such other periods as may be set out in your Order) (each a “Renewal Period”), unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the applicable Initial Subscription Period or Renewal Period.
      
      
   2. The Subscription Period for our Free Plan shall commence on the date set out in your Order and shall continue unless and until your account is deleted or access to it is terminated by GWI in its sole discretion.  
3. YOUR OBLIGATIONS
   
   
   1. You and your Authorized Users shall only use the GWI Platform in a fair and reasonable way and GWI shall be entitled to suspend your access to the GWI Platform if GWI determine in our sole reasonable discretion that your use of the GWI Platform is materially and adversely affecting the performance, functionality or value of the GWI Platform and/or Platform Services. 
      
      
   2. You and all Authorized Users shall keep secure any password, user name or other information required for accessing or using the GWI Platform and undertake to change any password in line with any instructions from us. GWI may audit the security information to validate the name and password of each Authorized User. You and all Authorized Users must keep the security information confidential and not disclose these details to any third party. GWI reserves the right to disable any Authorized User’s account, if GWI reasonably believes that you or an Authorized User has failed to comply with any of the provisions of the Agreement. 
      
      
   3. You are responsible for ensuring that all Authorized Users who access our Platform Services are aware of and comply with the terms of the Agreement and promptly notifying GWI of any unauthorized use of, or access to, the Platform Services.
      
      
   4. You shall maintain a list of current Authorized Users and provide such list to GWI promptly upon any written request from us. You agree not to exceed the number of Authorized Users as indicated on the applicable Order. 
      
      
   5. In the event an Authorized User’s employment with you is terminated or ends for any reason, their access to the Platform Services shall be terminated. You shall promptly notify of such termination and shall be responsible for any continued use of that person’s user account until such time as GWI have been duly notified. 

4. OUR OBLIGATIONS

   1. GWI shall use commercially reasonable endeavors to deliver an uptime of 99.9%, measured monthly, excluding scheduled and emergency maintenance and downtime as a result of third party connections or utilities or other reasons beyond our reasonable control.  When conducting routine maintenance GWI aims to give you not less than 6 UK business hours’ notice in advance.  GWI 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 Services and availability of the GWI Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities and GWI shall in no way be liable for your use of such communications facilities or other reasons beyond our reasonable control.
      
      
   2. You agree that reassignment of Authorized Users is permitted at GWI’s discretion under the following circumstances: 
           
           4.2.1 Where an Authorized User has left your organization;
           
           4.2.2 Where an Authorized User has changed role with your organization;
           
           4.2.3 Where an Authorized User has been inactive in the GWI Platform for over 1 month; and/or
          
           4.2.4 Where an Authorized User has been re-assigned, their seat is unable to be assigned to the previous authorized user or any other user for 6 months.
5. AUTHORIZED USERS
   
   
   1. Subject to compliance with the Agreement and payment of all Fees, GWI authorizes Authorized Users to access and use the Platform Services as Authorized Users for the Subscription Period and to the extent specified in the Order. You will not grant anyone access who is not an Authorized User. You are responsible for informing GWI of Authorized Users login information as required to ensure they are set up as part of your organization account. You will be wholly liable for non compliance with this Agreement by a party permitted to access the Platform Services as if such party was you.
6. PARTNER ACCESS
   
   
   1. You may also access the Platform Services through a Partner. You acknowledge that our Partner is completely independent of us, and that the Partner has no authority to enter into any contract, grant any right or provide any promise, guarantee or commitment on our behalf. Any terms and conditions governing transactions and/or arrangements solely between you and our Partner such as any professional services provided to you by our Partner or any third-party products sold to you by our Partner shall not form part of this Agreement. Our Partner is also responsible for arrangements in connection with Fees and your Subscription Period and may administrate the renewal of your subscription(s) to our Platform Services, in which case you should contact our Partner if you have any questions in relation to your renewal. If you fail to pay our Partner for your subscription (or your Partner fails to pay GWI) GWI may without liability to you, suspend or even end your access to Platform Services.
7. PERSONAL DATA 
   
   
   1. In this clause 6, the following terms shall have the meanings given to them in the Data Protection Legislation: controller, data subject, personal data and process and processed shall be construed accordingly.
      
      
   2. Syndicated Data does not contain any personal data and GWI does not process any personal data as a processor for you.  You acknowledge and agree that in the course of providing the Platform Services, GWI may process limited personal data as a controller such as business administration data, including login details and work email addresses in accordance with our privacy policy. For the purposes of CCPA, GWI shall not use, sell, rent, transfer, distribute, or otherwise disclose or make available for sale the personal information for our own purposes or for the benefit of any third party.
8. AI TECHNOLOGIES
   
   
   1. You acknowledge and agree that some features of the GWI Platform utilize AI Technologies (“AI Features”), to which you may submit data or other inputs to (“AI Inputs”) and from which you may receive outputs (“AI Outputs”). 
      
      
   2. The AI Features are not designed or intended to be used with personal data, Confidential Information or any other commercially sensitive data (“Excluded AI Data”) and you undertake not to provide any AI Inputs which contain Excluded AI Data. 
      
      
   3. GWI may use any AI Inputs and AI Outputs to train or otherwise improve the AI Features, but only if such AI Inputs and AI Outputs do not include Excluded AI Data. 
      
      
   4. Except for our express rights in this Agreement, you retain all intellectual property and other rights in the AI Inputs.
      
      
   5. GWI owns all intellectual property and other rights in the AI Outputs. GWI authorized you to use the AI Outputs subject to the terms of this Agreement.
9. SURVIVAL
   
   
   1. Obligations by their nature intended to survive termination of this Agreement shall survive including clauses: 3 and 8.