We are Touchstone Review Limited, C/O FLB Accountants LLP, 250 Wharfedale Road, Winnersh Triangle, Wokingham, RG41 5TP, United Kingdom.

By registering for and using MetricsLed PROJECT (the Web Platform at www.metricsled.com and its subdomains), you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use the Web Platform.

We may update these Term of Use from time-to-time by posting a new version on the Web Platform. We will endeavour to notify you of changes by email or via the Web Platform. Your continued use of the Web Platform will be deemed acceptance of any amended Terms of Use. It is your obligation to ensure that you have read, understood and agree to the most recent terms notified to you or made available on the Web Platform.

1. Definitions

Customer: means our customer, or the customer of any reseller who has been appointed by us, who has paid for the use of the Web Platform and authorised you as an individual user to use the Web Platform.

Data Controller: has the meaning defined in the Data Protection Legislation.

Data Protection Legislation: means a) the General Data Protection Regulation (EU) 2016/679 (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and b) any successor legislation to the GDPR or the Data Protection Act 1998.

Input: means all materials that you contribute to the Web Platform.

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and software marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

We, our, us: refer to Touchstone Review Limited.

Web Platform: means www.metricsled.com and its subdomains.

2. Access and use

If you choose, or you are provided with, usernames, passwords or any other information as part of our security procedures, you must treat such information as confidential, keep it secure and not disclose it to any other party.

You must immediately notify us of any unauthorised use of your user names or passwords or any other breach of security. We may advise you to reset your password and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of your access to the Web Platform.

We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at techsupport@metricsled.com.

There may be certain tools or functionalities, such as two-factor authentication, that you will be required to use in order to access the Web Platform. If you choose not to utilise such tools or functionalities, you may not be able to use the Web Platform.

3. Changes to the Web Platform

We may update and change the Web Platform from time to time. We will try to give you reasonable notice of any major changes, unless it is not practicable to do so.

4. Suspension and withdrawal

We do not guarantee that the Web Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Web Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

5. Use of material on the Web Platform

All intellectual property rights in the Web Platform and the material published on it are owned by or under licence to Touchstone Review Limited Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Users of the Web Platform have no Intellectual Property Rights in the Web Platform.

You must not copy or make use of our logos or trademarks or the logos or trademarks of others displayed on the Web Platform without prior written consent.

You may only download copies of documents relevant to you from the Web Platform. These include documents you have uploaded to the web platform, documents uploaded to the Web Platform at your request, and documents and materials created as a result of your use of the Web Platform.

You must not use any screenshots, illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text without our explicit written approval.

You must not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Web Platform.

You must not attempt to gain unauthorised access to any materials other than those to which you have been granted permission to access. You must not attempt to gain unauthorised access to the computer system on which the Web Platform is hosted or backed-up.

You must not use, or misuse, the Web Platform in any way that may impair the functionality of the Web Platform or other systems used to deliver the Web Platform or impair the ability of any other user to use the Web Platform or other systems associated with it.

You must not use any part of the content on the Web Platform for commercial purposes without obtaining a licence to do so from us.

If you print off, copy or download any part of the Web Platform in breach of these terms of use, your right to use the Web Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Our status (and that of any identified contributors) as the authors of content on the Web Platform must always be acknowledged.

6. Information on the Web Platform

We make reasonable efforts to update the information on the Web Platform, but we make no representations, warranties or guarantees, whether express or implied, that the content on the Web Platform is accurate, complete or up to date.

The content on the Web Platform, including any financial information, is provided for general information and guidance only. It is not intended to amount to advice on which you should rely. We recommend that you obtain professional or specialist advice before taking, or refraining from, any action based on the content on the Web Platform.

7.Our responsibility for loss or damage suffered by you

The Web Platform is provided to you on an “as is” basis. We do not warrant that your use of the Web Platform will be uninterrupted or error-free. Among other things, the operation and availability of the website used for accessing the Web Platform is reliant on communication facilities, including public telephone services, computer networks and the Internet, which can be unpredictable and from time to time may interfere with or prevent access to the Web Platform or cause delays or delivery failures. We are not in any way responsible for any such interference or prevention of your access to or use of the Web Platform.

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 Web Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

We exclude all implied conditions, warranties, representations or other terms that may apply to the Web Platform or any content on it in so far as is permitted by law, including (without limitation) warranties of merchantability and fitness for purpose.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, the Web Platform; or
• use of or reliance on any content displayed on the Web Platform.

We will not be liable for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

8. Uploading content to the Web Platform

Whenever you make use of the Web Platform, upload content to the Web Platform, contact other users of the Web Platform or interact with the Web Platform in any other way, you must comply with the standards set out in 8.1 and 8.2 below.

8.1 Prohibited uses

You may use the Web Platform only for lawful purposes. You may not use the Web Platform:

• in any way that breaches any applicable local, national or international law or regulation.
• in any way that is unlawful, fraudulent or has any unlawful or fraudulent purpose or effect.
• for the purpose of harming or attempting to harm minors in any way.
• to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out below.
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (commonly referred to as spam).
• to knowingly transmit any data, send or upload any material that contains viruses, trojans, malware, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• not to reproduce, duplicate, copy or re-sell any part of the Web Platform or deliverable or output from the Web Platform.
• not to access without authority, interfere with, damage or disrupt:
• any part of the Web Platform
• any equipment or network on which the Web Platform is stored;
• any software used in the provision of the Web Platform; or
• any equipment or network or software owned or used by any third party relating to Web Platform.

If you breach any of these terms, we may take any or all the following actions, at our sole discretion:

• terminate your access to and use of the Web Platform and/or any other related website;
• suspend for as long as we deem necessary, your access to and use of the Web Platform and/or any other related website;
• suspend or terminate access to all or any data accessed by you on the Web Platform.

8.2 Content standards

These content standards apply to each part of any Input and to any Input as a whole.

We will determine, in our sole discretion, whether any Input breaches these content standards.

An Input must:

• be accurate where it states facts.
• be genuinely held where it states opinions.
• comply with the law applicable in England and Wales and in any country from which it is posted.

An Input must not:

• be defamatory of any person or organisation.
• be obscene, offensive, hateful or inflammatory.
• promote sexually explicit material.
• promote violence or acts of slavery or oppression.
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• infringe any copyright, database right or trade mark of any other person.
• be likely to deceive any person or organisation.
• breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• promote any illegal activity.
• be in contempt of court.
• be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
• be likely to harass, upset, embarrass, alarm or annoy any other person.
• impersonate any person or misrepresent your identity or affiliation with any person.
• give the impression that the Input emanates from Touchstone Review Limited or any of its agents, suppliers, contractors, employees or customers, if this is not the case.
• advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
• contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism under any applicable law.
• contain any advertising or promote any services or web links to other sites.

You warrant that any Input complies with the above standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of the content standards set out above.

You retain your ownership rights in any content you upload to the Web Platform, but you agree we may use, store and copy that content and distribute that content to third parties in so far as this is required for the operation of the Web Platform.

We have the right to remove any Input you make on the Web Platform if, in our opinion, your Input does not comply with these content standards.

You are solely responsible for securing and backing up your content and for ensuring that you have copies of your content for the purposes of complying with any regulatory or other requirements.

9. Viruses

We use reasonable endeavours to protect against viruses and malware on our systems and on the Web Platform, but we do not guarantee that our systems or the Web Platform will be completely secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access the Web Platform. You should use your own virus protection software and ensure you run frequent scans to protect your data and systems.

You must not misuse the Web Platform by knowingly introducing viruses, trojans, malware, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Web Platform, the server on which the Web Platform is stored, or any server, computer or database connected to the Web Platform. You must not attack the Web Platform via a denial-of-service attack or a distributed denial-of service attack.

Breaching these provisions constitutes a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Web Platform will cease immediately.

10. Data Protection

We maintain a Privacy Policy that sets out our obligations in respect of your personal information. You should read that policy at project.metricsled.com. You are taken to have accepted that policy when you accept these terms of use.

The Customer is responsible for obtaining any consents required from you in order to comply with the Data Protection Legislation and we will not be liable for any failure by the Customer to obtain any such consents. If you choose to withdraw any such consents given to the Customer for whatever reason, you must contact the Customer and us immediately in order to confirm your wish. We will cease using any personal data that is the subject of such consents unless we can rely on another lawful basis for continuing to process such data, such as in order to comply with a legal obligation. We will inform you of any alternative basis on which we seek to rely in order to continue processing such data.

11. Jurisdiction

The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use and their subject matter or formation (including non-contractual disputes or claims) and you use of the Web Platform.