THIS DOCUMENT INCLUDES THE HEERD USER TERMS AND CONDITIONS, HEERD EMPLOYEE TERMS AND CONDITIONS AND HEERD PRIVACY AND DATA PROTECTION POLICY

Heerd User Terms and Conditions

These Terms and Conditions govern your participation in and use of the Heerd App (“the App”) or such alternative website or application or other means of using the services provided by us to you (“you” or the “User”) from time to time. These terms and conditions (“Terms”) set out the terms of your relationship with Heerd Limited (“we”, “us” or “Heerd”). Please read these Terms carefully as they affect your rights and obligations under the law.

If you do not agree to these Terms, please do not register with us.

Please also see our Privacy and Data Protection Policy for information about how we collect and use any data you enter into our system.

1. Introduction

1.1. Heerd is a free web and mobile system which allows you to quickly and easily rate a place or business where you have received service and the individual who served you. You will be able to share the ratings you provide through the App on social media sites and Employers and Subscribing Companies will be able to access the data collected through a portal to which they can subscribe.

1.2. If you choose to download the App and register with us, you will be given a customer profile which will allow you to search for a person or place using their Heerd ID and/or QR Code.

1.3. These Terms will apply to you and to any other User who has signed up for the Service. By using the App you agree to be bound by these Terms.

1.4. Please note that these Terms may be amended from time to time. Notification of any changes will be made either by email or through a notification in the App. In continuing to use the App you confirm that you accept our most recent Terms.

2. Definitions

In these terms and conditions the following terms shall have the following meanings:

“App”
means the Heerd App or such other app or website as may be used to utilise the Service;
“Customer Profile”
means the profile we will create for you when you register with us which will allow you to submit comments and ratings through the App;
“Customer Profile Information”
means any data contained in your Profile;
“Employee”
means an employee who uses the App to provide Employee Profile Information to Users, Employers and Subscribing Companies;
“Employee Profile”
means the page where the Employee will be able to provide, and you will be able to access, information about them, their position and responsibilities, and the services they offer;
“Employee Profile Information”
means any data contained in an Employee’s profile;
“Employer”
means an employer who subscribes to the Subscribed Service;
“Performance Ratings”
means any data entered by Users in relation to a Place or Employee’s performance;
“Place”
means a workplace or business which can be rated by Users through the App;
“Portal”
means the www.Myheerd.com website or such other website as may be used to provide the Subscribed Service;
“Service”
means the free service allowing Users to rate and comment on Places and Employees, collect points and rewards through the App and share any data relating to their Customer Profile on social media (including but not limited to the ratings they provide and the points and rewards they receive);
“Subscribing Company”
means a company that subscribes to the Subscribed Service in order to access Employee Profile Information, Customer Profile Information and Performance Data;
“Subscribed Service”
means the Heerd subscribed service to which Employers and Subscribing Companies may subscribe which allows them access to Employee Profile Information, Performance Ratings and Customer Profile Information;
“User”
means a customer who uses the App to access Employee Profile Information and to view and provide Performance Ratings for Employees and Places.

3. About these Terms

3.1. These Terms will govern the agreement between you, the User (“you”) and Heerd Limited (“we” or “us”).

3.2. These Terms deal only with the use of the Service by Users. Employees who use the App and Employers and Subscribing Companies who use the Subscribed Service will be subject to separate terms (the Heerd Employee Terms and Conditions can be found here). Please note that by accepting these Terms as a User you are not entitled to access the Subscribed Service provided to Employers or Subscribing Companies. The Service is limited to using the App to upload your Customer Profile and to view and provide Performance Ratings in relation to Employees and Places. If you decide to create an Employee Profile, our Heerd Employee Terms and Conditions will also apply.

3.3. These Terms apply to all services provided by us to you. No variation to these Terms will take effect unless and until it has been confirmed in writing by an authorised representative of Heerd Limited.

4. The Service

4.1. The Service will be provided through the App or at such alternative app or website as we may specify from time to time.

4.2. Our Service is strictly limited to using the App to upload your Customer Profile and to view and provide Performance Ratings in relation to Employees and Places. Other Users, Employees, Employers and Subscribing Companies will be able to see the Customer Profile Information and Performance Ratings you provide and may be able to contact you through the App or using the contact details you provide when you register with us. We are not responsible for the use made by other Users, Employees, Employers or Subscribing Companies of your Customer Profile Information or the Performance Ratings you provide.

4.3. Although we aim to offer the best service possible we make no promise or assurance that the Service will meet your requirements. We cannot guarantee that the Service will be fault free, we will endeavour to update the Service regularly but we provide no guarantee or warranty to that effect.

4.4. Your access to the Service may be occasionally restricted or suspended to allow for repair, maintenance or to introduce new facilities or services. We will attempt to restore the Service as soon as we reasonably can.

4.5. We reserve the right to make changes to the Service, the App, the Subscribed Service and the Portal from time to time without notice.

5. Set-Up of the Services

5.1. You are not obliged to pay a fee for your use of the Service and you should be able to utilise the Service as soon as you install the App and register using either your Facebook, Twitter, Google+ account details or your email address as a login.

5.2. Set-up of the Service may be delayed due to factors beyond our reasonable control. In those circumstances we will where possible inform you of the delay and provide you with a new ‘go live’ date.

6. Licence and use of the App

6.1. In consideration of you agreeing to abide by these Terms, we grant you a non-transferable, non-exclusive licence to use the App on your mobile device, subject to these terms, the Privacy Policy and the rules of the app marketplace or store where you downloaded the App. We reserve all other rights.

6.2. You may download or stream a copy of the App onto your mobile device and view, use and display the App on the device for your personal purposes only.

6.3. Except as expressly set out in these Terms or as permitted by any local law, you agree:

6.3.1. not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

6.3.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

6.3.3. not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

6.3.4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App save as permitted by law.

6.4. Please note that our App will use mobile data services if you are not connected to WiFi. We will not be responsible for any mobile data or other charges you incur by using the App.

7. Use and Abuse of the App

7.1. We grant you a limited licence to access and make personal use of the App, but not to download (other than page caching) or modify it, or any portion of it, except with our express written consent.

7.2. If you come across any offensive, inaccurate or damaging material or if you are subject to any form of abuse or harassment we ask that you contact us immediately to report the abuse by emailing info@myheerd.com.

7.3 You agree that you will not:

7.3.1. upload any files or post or publish any on the App that contain viruses, corrupted files, or malicious code or any other similar software or programs that may damage the operation of another's computer.

7.3.2. access the App using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.

7.3.3. solicit log-in information or access an account belonging to someone else.

7.3.4. bully, intimidate, or harass any user of the App.

7.3.5. do anything unlawful, misleading, malicious, or discriminatory.

7.3.6. do anything to disable or impair the proper working of the App, such as a denial of service attack.

7.3.7. do anything to suggest, express or imply that statements made by you are endorsed by us.

7.3.8. impersonate any other person in any profile whether or not that other person is a user of the App.

7.3.9. allow any other person to use or borrow your profile – any other person who wishes to enter Profile Information or Performance Ratings must register separately and create their own profile.

7.3.10. Include any offensive or damaging material in your Profile or username.

7.4. We reserve the right to change your username, remove material from your Profile or suspend or terminate your Heerd account if we deem any of the material in your Profile or username to be damaging or offensive.

8. Term and Termination

8.1. There is no minimum term for this Service and you will be able to stop using the Service at any time without notice.

8.2. Please note that we may terminate the Service and delivery of Performance Ratings in relation to a Place or an Employee if the contract between the relevant third party and us is terminated or suspended for any reason.

8.3. We reserve the right to suspend or terminate the Service or any part of it at any time without liability.

9. Our Liability

9.1. Our liability in relation to these Terms will be limited as follows:-

9.1.1. we will not be liable for any pure economic loss or for any indirect or consequential loss such as lost data, lost profit, loss of anticipated savings, business interruption or lost reputation arising from the use of the Service;

9.1.2. we put systems in place to allow for our users to report offensive, inaccurate, misleading, defamatory, fraudulent or illegal content, we do not make any warranties or guarantees in relation to that content. If we are informed of any such content we will attempt to remove the content as soon as we reasonably can.

9.1.3. we provide no warranty as to the competency or suitability of other Users or Employees who are allowed access to your Customer Profile;

9.1.4. we are not responsible for the use other users (i.e. other Users, Employees, Employers and Subscribing Companies) make of the Performance Ratings you provide and will not be liable for the misuse of data by any of our users;

9.1.5. we will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of your acceptance of these Terms other than those representations agreements statements or undertakings confirmed by our duly authorised representative in writing or expressly incorporated or referred to in these Terms.

9.2. In the event that you have a dispute with any third party arising from their use of the Service, the Subscribed Service or any other service we offer you agree to pursue such claim or action independently of us, and you release us from all claims, liability and damages arising from any such dispute.

9.3. Nothing in these terms will exclude or limit our liability for death or personal injury arising as a result of our negligence.

10. Use of the Profile Information

10.1. The Performance Ratings you provide will be visible to the relevant Employee once it has been submitted, other Employees in the same organisation and Employers and Subscribing Companies once they have subscribed to the Subscribed Service. Employers, Subscribing Companies and other users may also use aggregated Performance Ratings for marketing and other purposes.

10.2. Both you and the Employee will also have the option to share the Performance Ratings you provide on certain social media sites including (but not limited to) Facebook, Twitter and Google+.

10.3. If you do not choose to share the Performance Ratings you provide, they will only be visible to the Employer, other Employees within the Employee’s organisation and Subscribing Companies.

10.4. Please note that we will provide visibility to your Profile and Performance Ratings in accordance with clause 10.1 and 10.3 on an ongoing basis without further reference to you, until you cease using the App. Any Performance Ratings accessed by an Employee, Employer or Subscribing Company before you cease using the App will continue to be available to that Employer, Employee or Subscribing Company after you cease using the App.

10.5. Please refer to our privacy policy for more information about our Service and for any queries relating to how we, and our users may use the information from your Customer Profile and the Performance Ratings submitted by you.

11. Your Obligations

11.1. In using the Services you agree:

11.1.1. To cooperate with us in the performance of the Service;

11.1.2. To comply fully with these Terms;

11.1.3. You are responsible for the information displayed on your Customer Profile.

11.2. It is your responsibility to keep your Customer Profile up to date. We will not be liable in any circumstances for any losses caused as a result of any incorrect Customer Profile Information being entered into your Profile.

12. Intellectual Property

12.1. The App contains confidential information and proprietary intellectual property rights. All such rights including copyright, trade marks, patents and other rights in the App and used in the provision of the Services are the exclusive property of Heerd Limited and its licensors.

12.2. You must not:

12.2.1. copy, reproduce, reverse compile, modify or adapt the whole or any part of the App or the Service;

12.2.2. save solely for the purposes expressly permitted by and in accordance with section 296A(1) of the Copyright, Designs and Patents Act 1988 (“CDPA”) or section 50B(2) CDPA copy adapt or reverse compile the whole or any part of the software which operates the App;

12.2.3. assign transfer sell lease rent charge or otherwise deal in or encumber the Service, the App or software on behalf of any third party or make available the same to any third party.

12.3. You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the Service or any breach of our intellectual property rights by any third party and take all such other steps as may from time to time be necessary to protect our confidential information and intellectual property rights.

13. General

13.1. Neither party shall be liable to the other for any breach of its obligations resulting from causes beyond its reasonable control.

13.2. Nothing in these Terms is intended to exclude a party’s liability for fraud or fraudulent concealment.

13.3. Any failure by you or us to exercise or enforce any right or to enforce any obligation of the other party will not amount to a waiver of that right and that party will remain entitled to enforce that right.

13.4. You accept that the Service was not designed and produced to your individual requirements and that you are responsible for the selection of the Service.

13.5. You are not entitled to assign or otherwise transfer any of your rights or obligations under these Terms, nor are you permitted to sell, sublicense or charge the use (in whole or in part) of the Service without our prior written consent. We will be entitled to assign or transfer all of our rights and obligations under these Terms.

13.6. Headings to clauses in these Terms are for the purpose of information and identification only and shall not be construed as forming part of the Terms.

13.7. The Terms shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the nonexclusive jurisdiction of the English courts.

13.8. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no rights or benefits expressly or impliedly conferred by the Terms shall be enforceable under that Act against the parties to it by any other person.

Heerd Employee Terms and Conditions

These Terms and Conditions govern your participation in and use of the Heerd App (“the App”) and any other app, website or web pages operated by Heerd Limited. These terms and conditions (“Terms”) set out the terms of your relationship with Heerd Limited (“we”, “us” or “Heerd”). Please read these Terms carefully as they affect your rights and obligations under the law.

If you do not agree to these Terms, please do not register with us.

Please also see our Privacy and Data Protection Policy for information about how we collect and use any data you enter into our system.

1. Introduction

1.1. Heerd is a free web and mobile system that allows customers to rate and comment on the level of service they receive from you by entering data into the App. Your Employer and Subscribing Companies will then be able to access this feedback by logging into a portal at www.Myheerd.com.

1.2. If you choose to download the App and register with us, you will be provided with a unique Heerd ID and QR Code, which will allow customers to search for, find and rate the service you provide to them.

1.3. The data collected through the App will be capable of being shared by customers and Employees on social media and can be used by Employers and Subscribing Companies to create work place leagues.

1.4. If you accept these Terms you will be given access to a Profile where you will be able to provide information about yourself, your role and your place of work.

1.5 These Terms will apply to you and any other Employee who has downloaded the App and registered with us. By using the App you agree to be bound by these Terms.

1.6 Please note that these Terms may be amended from time to time. Notification of any changes will be made either by email or through a notification in the App. In continuing to use the App you confirm that you accept the most recent Terms.

2. Definitions

In these terms and conditions the following terms shall have the following meanings:

“App”
means the Heerd App or such other native App as may be used to utilise the Service;
“Customer Profile Information”
means any data contained in a User’s Profile;
“Employee”
means an employee who uses the App to provide Profile Information to Users, other Employees, Employers and Subscribing Companies;
“Employer”
means an employer who subscribes to the Subscribed Service;
“Performance Ratings”
means any data entered by Users in relation to an Employee’s performance;
“Place”
means a workplace or business which can be rated by Users through the App;
“Portal”
means the www.Myheerd.com website or such other website as may be used to provide the Subscribed Service;
“Profile”
means the page where you will be able to provide, and Users, other Employees, Employers and other Subscribing Companies will be able to access, information about you, your role and responsibilities, and the services you offer;
“Employee Profile Information”
means any data contained in an Employee’s Profile;
“Service”
means the free service allowing Employees to provide and update their Profile Information and Performance Ratings to Users, other Employees, Employers and Subscribing Companies;
“Subscribing Company”
means a company that subscribes to the Subscribed Service in order to access Employee Profile Information, Customer Profile Information, Performance Data and other information relating to Employees, Places and Users;
“Subscribed Service”
means the Heerd subscribed service to which Employers and Subscribing Companies may subscribe which allows access to Employee and Customer Profile Information, Performance Ratings and other information relating to Employees, Places and Users;
“User”
means a customer who uses the App to create a profile and view and provide Performance Ratings in relation to Employees and Places.

3. About these Terms

3.1. These Terms will govern the agreement between you, the User (“you”) and Heerd Limited (“we” or “us”).

3.2. These Terms deal only with the use of the Service by Employees. Employers and Subscribing Companies who use the Subscribed Service will be subject to separate terms. In order to create an Employee Profile you must first register with the App as a User. The Heerd User Terms and Conditions will therefore apply to you in addition to these Terms. Please note that by accepting these Terms you are not entitled to access the Subscribed Service provided to Employers or Subscribing Companies. The Service is limited to using the App to upload information to your Profile and to provide the Performance Ratings you receive to Users, other Employees, your Employer and Subscribing Companies. We may also provide you with access to Performance Ratings for other Employees in your organisation.

3.3. These Terms apply to all services provided by us to you. No variation to these Terms will take effect unless and until it has been confirmed in writing by an authorised representative of Heerd Limited.

4. The Service

4.1. The Service will be provided through the App or at such alternative app or website as we may specify from time to time.

4.2. Our Service is strictly limited to providing Profile Information and the Performance Ratings you received from Users to other Users, other Employees in your organisation, your Employer and Subscribing Companies. We are not responsible for the use made of the Profile Information and Performance Ratings by our Users, other Employees, your Employer or Subscribing Companies.

4.3. Although we aim to offer the best service possible we make no promise or assurance that the Service will meet your requirements. We cannot guarantee that the Service will be fault free, we will endeavour to update the Service regularly but we provide no guarantee or warranty to that effect.

4.4. Your access to the Service may be occasionally restricted or suspended to allow for repair, maintenance or to introduce new facilities or services. We will attempt to restore the Service as soon as we reasonably can.

4.5. We reserve the right to make changes to the Service, the App, the Subscribed Service and the Portal from time to time without notice.

5. Set-Up of the Services

5.1. You are not obliged to pay a fee for your use of the Service and you should be able to utilise the Service as soon as you install the App and register using either your Facebook, Twitter, Google+ account details or your email as a login.

5.2. Set-up of the Service may be delayed due to factors beyond our reasonable control. In those circumstances we will where possible inform you of the delay and provide you with a new ‘go live’ date.

6. Licence and use of the App

6.1. In consideration of you agreeing to abide by these Terms, we grant you a non-transferable, non-exclusive licence to use the App on your mobile device, subject to these terms, the Privacy Policy and the rules of the app marketplace or store where you downloaded the App. We reserve all other rights.

6.2. You may download or stream a copy of the App onto your mobile device and view, use and display the App on the device for your personal purposes only.

6.3. Except as expressly set out in these Terms or as permitted by any local law, you agree:

6.3.1. not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

6.3.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

6.3.3. not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

6.3.4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App save as permitted by law.

6.4. Please note that our App will use mobile data services if you are not connected to WiFi. We will not be responsible for any mobile data or other charges you incur by using the App.

7. Use and Abuse of the App

7.1. We grant you a limited licence to access and make personal use of the App, but not to download (other than page caching) or modify it, or any portion of it, except with our express written consent.

7.2. If you come across any offensive, inaccurate or damaging material or if you are subject to any form of abuse or harassment we ask that you contact us immediately to report the abuse by emailing info@myheerd.com.

7.3 You agree that you will not:

7.3.1. upload any files or post or publish any on the App that contain viruses, corrupted files, or malicious code or any other similar software or programs that may damage the operation of another's computer.

7.3.2. access the App using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.

7.3.3. solicit log-in information or access an account belonging to someone else.

7.3.4. bully, intimidate, or harass any user of the App.

7.3.5. do anything unlawful, misleading, malicious, or discriminatory.

7.3.6. do anything to disable or impair the proper working of the App, such as a denial of service attack.

7.3.7. do anything to suggest, express or imply that statements made by you are endorsed by us.

7.3.8. impersonate any other person in any profile whether or not that other person is a user of the App.

7.3.9. allow any other person to use or borrow your profile – any other person who wishes to enter Profile Information must register separately and create their own profile.

7.3.10. Include any offensive or damaging material in your Profile or username.

7.4. We reserve the right to change your username, remove material from your Profile or suspend or terminate your Heerd account if we deem any of the material in your Profile or username to be damaging or offensive.

8. Term and Termination

8.1. There is no minimum term for this Service and you will be able to stop using the Service at any time without notice.

8.2. Please note that we may terminate the Service and delivery of Profile Information and Performance Ratings to Users, an Employer or Subscribing Company if the contract between that Employer or Subscribing Company and us is terminated or suspended for any reason.

8.3. We reserve the right to suspend or terminate the Service or any part of it at any time without liability.

9. Our Liability

9.1. Our liability in relation to these Terms will be limited as follows:-

9.1.1. we will not be liable for any pure economic loss or for any indirect or consequential loss such as lost data, lost profit, loss of anticipated savings, business interruption or lost reputation arising from the use of the Service;

9.1.2. we put systems in place to allow for our users to report offensive, inaccurate, misleading, defamatory, fraudulent or illegal content, we do not make any warranties or guarantees in relation to that content. If we are informed of any such content we will attempt to remove the content as soon as we reasonably can.

9.1.3. we provide no warranty as to the competency or suitability of the Users to whom you allow access to your Profile;

9.1.4. we are not responsible for the use your Employer, any Subscribing Company or any other user of the App makes of the Performance Ratings and other information in your Profile and we will not be liable for the misuse of data by any of our users;

9.1.5. we will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of your acceptance of these Terms other than those representations agreements statements or undertakings confirmed by our duly authorised representative in writing or expressly incorporated or referred to in these Terms.

9.2. In the event that you have a dispute with a User, your Employer or a Subscribing Company arising from their use of the Service you agree to pursue such claim or action independently of us, and you release us from all claims, liability and damages arising from any such dispute.

9.3. Nothing in these terms will exclude or limit our liability for death or personal injury arising as a result of our negligence.

10. Use of the Profile Information

10.1. The Profile Information you provide will be visible to Users, your Employer and Subscribing Companies (once they have subscribed to the Subscribed Service) and to any User who downloads the App.

10.2. The Performance Ratings submitted by Users will be visible to any User who downloads the App, other Employees in your organisation, your Employer and Subscribing Companies.

10.3. Please note that we will provide visibility to your Profile Information and Performance Ratings in accordance with clauses 10.1 and 10.2 on an ongoing basis without further reference to you, until you deactivate your Heerd account. Any Performance Ratings accessed by Users, your Employer or Subscribing Companies before you deactivate your account will continue to be available to Users, your Employer and Subscribing Companies after your account has been deactivated.

10.4. If you decide to deactivate your account we will continue to store all Profile Information and Performance Ratings provided up to the point your Profile is deactivated and this data will continue to be available if you choose to reactivate your Profile at any time.

10.5. Please refer to our privacy policy for more information about our Service and for any queries relating to how we, our Users, other Employees, your Employer and Subscribing Companies may use your Profile Information and any Performance Ratings relating to you.

11. Your Obligations

11.1. In using the Services you agree:

11.1.1. To cooperate with us in the performance of the Service;

11.1.2. To comply fully with these Terms;

11.1.3. You are responsible for the information displayed on your Profile.

11.2. It is your responsibility to keep your Profile up to date. We will not be liable in any circumstances for any losses caused as a result of any incorrect Profile Information being entered into your Profile.

12. Intellectual Property

12.1. The App contains confidential information and proprietary intellectual property rights. All such rights including copyright, trademarks, patents and other rights in the App and used in the provision of the Services are the exclusive property of Heerd Limited and its licensors.

12.2. You must not:

12.2.1. copy, reproduce, reverse compile, modify or adapt the whole or any part of the App or the Service;

12.2.2. save solely for the purposes expressly permitted by and in accordance with section 296A(1) of the Copyright, Designs and Patents Act 1988 (“CDPA”) or section 50B(2) CDPA copy adapt or reverse compile the whole or any part of the software which operates the App;

12.2.3. assign transfer sell lease rent charge or otherwise deal in or encumber the Service, the App or software on behalf of any third party or make available the same to any third party.

12.3. You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the Service or any breach of our intellectual property rights by any third party and take all such other steps as may from time to time be necessary to protect our confidential information and intellectual property rights.

13. General

13.1. Neither party shall be liable to the other for any breach of its obligations resulting from causes beyond its reasonable control.

13.2. Nothing in these Terms is intended to exclude a party’s liability for fraud or fraudulent concealment.

13.3. Any failure by you or us to exercise or enforce any right or to enforce any obligation of the other party will not amount to a waiver of that right and that party will remain entitled to enforce that right.

13.4. You accept that the Service was not designed and produced to your individual requirements and that you are responsible for the selection of the Service.

13.5. You are not entitled to assign or otherwise transfer any of your rights or obligations under these Terms, nor are you permitted to sell, sublicense or charge the use (in whole or in part) of the Service without our prior written consent. We will be entitled to assign or transfer all of our rights and obligations under these Terms.

13.6. Headings to clauses in these Terms are for the purpose of information and identification only and shall not be construed as forming part of the Terms.

13.7. The Terms shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the nonexclusive jurisdiction of the English courts.

13.8. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no rights or benefits expressly or impliedly conferred by the Terms shall be enforceable under that Act against the parties to it by any other person.

Heerd Privacy and Data Protection Policy

1. General

1.1. Heerd Limited (“we” or “us”) take the privacy of your information very seriously. Our Privacy and Data Protection Policy is designed to tell you, the Employee or User (as defined in the Heerd User Terms and Heerd Employee Terms) who has signed up to use our service, about our practices regarding the collection, use and disclosure of personal information about you that may be provided via the App or otherwise.

1.2. By using the App, and any services we offer, you are consenting to the collection, use, and disclosure of that information about you in accordance with, and are agreeing to be bound by, this Privacy and Data Protection Policy.

1.3. Heerd Limited is registered under the Data Protection Act 1998 (the “Act”). The Act sets out a number of important principles that organisations must apply when processing personal data. For more information see http://www.ico.org.uk/.

1.4. Please note that whilst we will only collect and use your information in the ways set out in this Privacy and Data Protection Policy, Users of the App and Employees will be able to share ratings and comments submitted by or relating to them on social media sites, including (but not limited to) Facebook, Twitter and Google+.

2. Ways that we collect information

2.1. We may collect and process the following personal information or data (information that can be uniquely identified with you) about you:

2.1.1. Certain information required to use the App or any other services we offer, including (but not limited to) your name, age or age group, gender and email address.

2.1.2. Your location when you use the App.

2.1.3. A record of any correspondence between you and us.

2.1.4. A record of the ratings and comments you submit through the App and other interactions with the App.

2.1.5. Information we may require from you when you report a problem or complaint.

2.1.6. Any other information that you include in your Heerd Profile.

2.2. In addition to the information listed in clause 2.1, if you are an Employee we may collect and process the following further personal information or data about you:

2.2.1. Certain information about your employment including (but not limited to) your employer, place of work, job title and length of service.

2.2.2. A record of the ratings and comments that Users have submitted in relation to you or your place of work through the App.

2.2.3. Information you provide to us in relation to your previous employers.

2.3. We only collect such information when you choose to supply it to us. You do not have to supply any personal information to us but you may not be able to provide your profile information and performance ratings to users, employers and other companies that subscribe to the Heerd Analytics Portal without doing so.

2.4. Information may also be gathered through the App without you actively providing it, through the use of various technologies and methods such as Internet Protocol (IP) addresses and cookies. These methods do not collect or store personal information.

2.5. An IP address is a number assigned to your computer by your Internet Service Provider (ISP), so you can access the Internet. It is generally considered to be non-personally identifiable information, because in most cases an IP address can only be traced back to your ISP or the large company or organisation that provides your internet access (such as your employer if you are at work).

2.6. We use your IP address to diagnose problems with our server, report aggregate information, and determine the fastest route for your computer to use in connecting to our site, and to administer and improve the site.

3. Use

3.1. We may use this information to:

3.1.1. assist in making general improvements to our services;

3.1.2. carry out and administer any obligations arising from any agreements entered into between you and us;

3.1.3. contact you and notify you about changes to our services or new services we offer (except where you have asked us not to do this);

3.1.4. analyse how our services are used;

3.1.5. provide you with targeted advertisements and notifications.

3.2. In addition to the uses set out in clause 3.1, we will store the data we collect through the App on the Heerd Analytics Portal which will be accessed via the website www.Myheerd.com. Employers will be able to access customer profile information and the data relating to Employees within their organisation by subscribing for this additional service.

3.3. Other companies (for example, recruitment companies) (“Subscribing Companies”) will also be able to subscribe to the Heerd Analytics Portal and view the information referred to in paragraph 3.2 above.

3.3. Other companies (for example, recruitment companies) (“Subscribing Companies”) will also be able to subscribe to the Heerd Analytics Portal and view the information referred to in paragraph 3.2 above.

3.4. Employers and Subscribing Companies will be able to access data relating to Employees across different branches or locations within an organisation and the data stored on the Heerd Analytics Portal will be capable of being viewed in league tables, where Employees’ performance ratings will be compared to those of their co-workers who have also downloaded the App and registered with Heerd.

4. Sharing your information

4.1. We do not disclose any information you provide to any third parties other than as follows:

4.1.1. We will supply User profile information, comments and ratings to other users of the App (i.e. Users and Employees) and the Employers and Subscribing Companies who subscribe to the Heerd Analytics Portal.

4.1.2. We will supply performance ratings and User profile information to Employees who have been rated by a User.

4.1.3. We will supply Employee information to that Employee’s Employer and other Subscribing Companies, including that Employee’s profile information and performance ratings.

4.1.4. if we are under a duty to disclose or share your personal data in order to comply with any legal obligation (for example, if required to do so by a court order or for the purposes of prevention of fraud or other crime);

4.1.5. in order to enforce any terms and conditions or agreements for our services that may apply;

4.1.6. we may provide your personal information to third parties including other Users and Employees, Employers and Subscribing Companies;

4.1.7. we may transfer your personal information to a third party as part of a sale of some or all of our business and assets to any third party or as part of any business restructuring or reorganisation, but we will take steps with the aim of ensuring that your privacy rights continue to be protected;

4.1.8. to protect the rights, property, or safety of Heerd Limited, our customers, or any other third parties.

4.2. Other than as set out above, we shall not disclose any of your personal information unless you give us permission to do so.

5. Security

5.1. In order to safeguard the information we collect from you we will take all reasonable steps to ensure that:

5.1.1. our servers are protected by both hardware and software firewalls;

5.1.2. our data processing storage facilities are sited in secure locations to prevent unauthorised access;

5.1.3. Data transported between your computer and our servers is encrypted via HTTP Secure, an industry standard encryption method.

6. Access to and correction of personal information

6.1. We will take all reasonable steps in accordance with our legal obligations to update or correct personally identifiable information in our possession.

6.2. The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a minimum fee of £10 to meet our costs in providing you with details of the information we hold about you. If you wish to see details of any personal information that we hold about you please contact us by way of our contact page.

7. Other websites

7.1. Our App may contain links and references to other websites. Please be aware that this Privacy Policy does not apply to those websites.

7.2. We cannot be responsible for the privacy policies and practices of sites that are not operated by us, even if you access them via the App or any other service that is operated by us. We recommend that you check the policy of each site you visit and contact its owner or operator if you have any concerns or questions.

7.3. In addition, if you came to this App via a third party site, we cannot be responsible for the privacy policies and practices of the owners or operators of that third party site and recommend that you check the policy of that third party site and contact its owner or operator if you have any concerns or questions.

8. Transferring your information outside of Europe

8.1. As part of the services offered to you the information you provide to us may be transferred to, and stored at, countries outside of the European Union (“EU”). By way of example, this may happen if any of our servers are from time to time located in a country outside of the EU or one of our service providers is located in a country outside of the EU. We may also share information with other equivalent national bodies, which may be located in countries worldwide. These countries may not have similar data protection laws to the UK. If we transfer your information outside of the EU in this way, we will take steps with the aim of ensuring that your privacy rights continue to be protected as outlined in this privacy policy.

8.2. If you use our App while you are outside the EU, your information may be transferred outside the EU in order to provide you with those services.

8.3. By submitting your personal information to us you agree to the transfer, storing or processing of your information outside the EU in the manner described above.

9. Notification of changes to our Privacy Policy

We will post details of any changes to our Privacy Policy either via email or on the App to help ensure you are always aware of the information we collect, how we use it, and in what circumstances, if any, we share it with other parties.

10. Contact us

If at any time you would like to contact us with your views about our privacy practices, or with any enquiry relating to your personal information, you can do so by way of our contact page.