Terms of Service

These Terms govern access to and use of the Site and the Services provided by Clarity. Clients and other users which use the Site or any of the Services agree to be bound by the following Terms. Please read the Terms carefully. Use of the Site or any of the Services indicates an acceptance of these Terms. If you do not accept these Terms, you must not use the Site or any of the Services.

Clarity may amend these Terms from time to time. The scope or content of the Services may also be changed by Clarity from time to time. The amended terms will be published on the Site and be effective from the date of publication. Clarity will make every effort to communicate substantial changes to you via email or notification on the Site. Use of the Site or the Services after such amendment indicates an acceptance of the amended Terms. You can review the current version of the Terms at https://clarity-hq.com/terms-of-service

These Terms were last updated on 8th January 2022.

Breach of any of the Terms may result, among other things, in the termination of your account.

Definitions

Account Holder
The individual who registers to use the Service on behalf of a Client.

Client
The entity or organisation, represented by the Account Holder, that acquires the Services from us.

Clarity, We, Us, Our
Clarity Operations Ltd and all related entities.

Invited User
Any person or entity, other than the Client and Account Holder, that uses the Service from time to time, at the invitation of, and with the authorisation of, the Account Holder.

Services
The various services made available through the Site and otherwise provided or made available by us.

Site
The Internet sites available at www.Clarity-hq.com, app.Clarity-hq.com and any other site operated by Clarity.

Terms
This Terms of Service agreement.

You, Your
Refers to all users of the Site and Services, including Clients, Invited Users and the Account Holder, unless expressly specified.

1 Account Terms

1. In return for payment of the subscription fees by the Client, we agree to provide the Services to the Client on these Terms.
2. Users must nominate an email address and password (together referred to as your “login”) to use the Site. Your login is used by you to access the Site and the Services. Clarity is entitled to assume that all access to and use of the Site and the Services using your login is access and use by you.
3. A login may only be used by one individual – a single login shared by multiple individuals is not permitted. The Account Holder may create separate logins for as many individual users as the Client’s subscription plan allows.
4. During the signup process the Account Holder and each User must provide their full name and a valid email address. As part of our security process we verify that you have access to the nominated email address.
5. You are responsible for maintaining the security of your account and password. Clarity is not responsible for any loss or damage arising from your failure to comply with this security obligation.
6. You accept that any wallet you have access to via Clarity is only to be used for the platform, CLRTY and nothing else.
7. You agree to not move tokens out of your Clarity wallet to a wallet outside of Clarity.

2 Payment, Refunds, Upgrading and Downgrading and Late Payments Terms

1. Payments will be charged using any credit card or other payment mechanism we have on record for the Client (or the Account Holder on behalf of the Client).
2. The Service is billed in advance on a per calendar month basis, for monthly subscriptions, and on a 12 months in advance basis, for annual subscriptions, and those fees are non-refundable. There are no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
3. Payments will cover the use of the contracted Services for a monthly or annual subscription period as agreed.
4. All fees are exclusive of UK VAT (if required) but exclusive of all other taxes, levies, or duties imposed by taxing authorities. The Client is responsible for payment of all such taxes, levies, or duties.
5. The services and prices are described in detail at https://clarity-hq.com/pricing
6. For any upgrade in plan level, the Client will be charged the new rate pro rata commencing from the upgrade date and monthly at the full rate thereafter, for monthly subscriptions, and from the upgrade date to the end of the original 12 months and annually at the full rate thereafter for annual subscriptions.
7. Downgrading your Service may cause a reduction in features, or capacity of your Account. Clarity has no liability for such reduction.
8. The price of the downgraded plan level will commence the month following downgrade. There are no refunds for downgrading.
9. Unless the Client (through the Account Holder) notifies Clarity before the end of the applicable subscription period that the Client wants to cancel, using the method described in Section 3 below, your subscription will automatically renew at the end of the then-current period, for monthly and annual subscriptions, and you authorise us to collect the then-applicable subscription fee in accordance with item 2.1 above. We don’t have a facility to pause subscriptions. Any requests for pause will be treated as a cancellation.
10. Each late payment will be subject to ‘statutory interest’ payments at 8% plus the current Bank of England base rate at that time plus a late payment admin fee of £25 plus applicable sales tax. A failed payment is a late payment and each failed payment will each incur an additional late payment admin fee of £25 plus applicable sales tax. The late payment ‘statutory interest’ and admin fee may be waived based on Our discretion.

3 Cancellation and Termination

1. If you, as the Client, wish to terminate your account, the Account Holder must notify us using our normal account management and termination process within the Service. The Account Holder is solely responsible for properly cancelling your account. You need to submit your request for cancellation in writing giving a full calendar month’s notice. When you give notice you will make one more full calendar month’s payment. For example, if you give written notice on 4th of the month, your final full month payment will be for the full following month.
2. Upon cancellation, Accounting data associated with your account will be retained for a short period to allow reversal of the cancellation, after which it will be irrevocably deleted from the Service. Clarity reserves the right to maintain non-identifiable, anonymised, data for statistical and security purposes and logging data in accordance with our Privacy Policy found at https://clarity-hq.com/privacy
3. Upon cancellation, all Client use of Clarity systems, processes and intellectual property must cease and if not, will be subject to additional fees. All guides, processes, systems, checklists, templates etc must be destroyed/permanently deleted. You must also confirm in writing that you no longer posses or are using any of the Clarity systems, processes and intellectual property.
4. There is no refund or credit of monthly fees for cancellation during a month.
5. If a downgrade has been completed within three months of written notice to cancel then the price of the plan level prior to the downgrade will be charged in the month after notice was given, as per 3.1 above.
6. The final ‘one full calendar month’s notice’ payment will be taken when the written notice has been received.
7. Failure to pay our fees for any reason may result in the suspension or termination of a Client’s account (including all associated user accounts) and, after a short period, the deletion of those accounts and associated data. In addition, each late payment will be subject to ‘statutory interest’ and admin fees in accordance to 2.10 above.
8. Clarity, in its sole discretion, may decline to provide Services to anyone for any reason, and may suspend or terminate accounts and refuse access to or use of the Services for any reason at any time. Termination of the Services will result in the deactivation or deletion of user accounts or access to user accounts.

4 Modifications to the Service and Prices

1. Clarity may modify or discontinue the Services (or any part of them) with or without prior notice.
2. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change by us upon 30 days’ prior notice. Such notice may be provided by us at any time by posting the changes to the site, by email, or provided through the Service itself.
3. Clarity is not liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

5 Copyright and Data Ownership

1. This Agreement does not transfer from Clarity to you any Clarity or third party intellectual property rights, and all right, title and interest in and to such rights will remain (as between the parties) solely with Clarity.
2. All guides, processes, systems, checklists, templates etc are owned by Clarity and whilst you are a paying Clarity member you are entitled to use these documents and brand them. However, wherever there is a © symbol you must include ‘© Clarity’ on all guides, processes, systems, checklists, templates etc.
3. We claim no intellectual property rights over the data you provide to the Service. As between the parties, all data uploaded by you remain yours. However, if you elect to provide access to your data to other users, you agree to allow us to enable these users to view and or edit this shared content. You are responsible for controlling shared access to your data and can revoke or change an invited user’s access.
4. You must maintain copies of all your Data input into the Service. Clarity adheres to appropriate professional practice and procedures to reduce the risk of data loss, including a daily system data back-up, but does not make any guarantees that there will be no loss of Data. Clarity expressly excludes liability for any loss of data no matter how caused.
5. When adding data to the Clarity platform you are confirming that you have permission to add this data, whether yours or your client’s and that where your clients request for the data to be removed you will remove their data as soon as reasonably possible.
6. Clarity may at any time or from time to time use your data to derive non-personally-identifying, and non-company identifying, information in aggregate form. (e.g., for industry benchmarking or statistical analysis). You hereby consent to such use of your data by Clarity.
7. The Services and the Site are protected by copyright, trade mark, trade secret and other intellectual property rights. All such rights are reserved. The Services and the Site are copyright © 2019 Clarity Operations Ltd. You may not reproduce, publish, copy, or reuse any portion of the application code, or visual design elements or concepts included in the Services or the Site without express prior written consent from Clarity. However, members of Clarity have permission to utilise Clarity systems, processes and intellectual property whilst they are a paying member. See 3. Cancellation and Termination for when cancellation of membership occurs.
8. You must not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any software used to deliver the Services.

6 Managing data privacy and data sharing among entities

1. The Service allows members of an organisation to import and analyse data from multiple entities (for example, multiple companies within a corporate group, or multiple unrelated companies such as accountants, mentors, members of a franchise group or trade association). The Service also allows an organisation to create user accounts for that organisation’s own clients. Data from such entities and clients may be entered, analysed and managed within the Service.
2. Importantly, you are accountable to ensure the appropriate roles and permissions are applied in order to avoid data being inappropriately shared amongst those entities.
3. Where an organisation groups companies into benchmark groups for comparative purposes, the level of access for the organisation’s users can be specified. The available access levels are:
   – “No access”: the user has no access to any benchmark groups, meaning they will not be able to view any of the benchmark tools, or see data from other entities they do not have access to.
   – “Limited access”: the user has access to the benchmark group, and can see certain companies identified in the analysis. These are companies which have been specifically shared with the user, and can be seen in the user’s “My Companies” interface. The results and keyword categories of other companies in this group are visible, but the company names are not revealed.
   – “Full access”: the user has access to a benchmark group and can see the name, results and keywords of all other companies in the group.
4. Authorisation requirements – product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access. Employees are granted access by role. Employee roles are reviewed at least once every six months. All Clarity employees are required to conduct themselves in a manner consistent with company guidelines and ethical standards.
5. Clarity Clients must consider the data privacy arrangements you have in place with your clients, employees, team members or related entities before adding them as an Invited User into Clarity, importing their data into Clarity, or adding a client company to a benchmark group.
6. You agree to allow Clarity to collect, use and disclose personal information in accordance with the Clarity Privacy Policy located at https://clarity-hq.com/privacy-policy

7 General Conditions

1. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis.
2. Technical support is only provided to paying account holders and is only available via email. Support is only available in English.
3. You understand that Clarity uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Clarity is not responsible for the continuity of the services provided by those vendors.
4. You must not attempt to undermine the security or integrity of Clarity’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks. You must not use, or misuse, the Services in any way which may impair the functionality of the Services or Site.
5. You understand that Clarity has certain user system requirements which you are responsible for providing and installing. Such requirements include a suitable up-to-date internet browser.
6. You understand that the technical provision of the Service, including your data, may involve (a) transmissions over various third party networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7. In using the Site or the Services, you must not submit content that is misleading or deceptive, unlawful, defamatory, infringes others’ rights, or is likely to cause offence to a reasonable adult. We may amend or remove user-contributed content or terminate your account at our discretion and without prior notice if such content is submitted. If any use by you of the Site or the Services is in our reasonable opinion an unacceptably high-volume use (including, for example, where that use adversely affects others’ normal use) then we may take action to limit or prohibit your use, for a period of time or permanently.
8. Any tickets purchased for online or in person events are non-refundable.
9. If any offers, discount or special promotions are received then the cancellation policy of the offers, discount or special promotions takes precedence over section 3 above during the offers, discount or special promotions period. You can see the Offers Information here – https://clarity-hq.com/offer-information/
10. Clarity does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) any errors in the Service will be corrected.

8 Limitation of Liability

1. You expressly understand and agree that Clarity shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, whether in contract, negligence or otherwise, including but not limited to: damages for loss of profits, goodwill, use, data, information, interference with privacy, business interruption, or other intangible losses relating directly or indirectly to these Terms, the Site or the Services. These exclusions apply even if we knew or should have known that you might suffer loss.
2. If any term is implied by law in these terms and cannot be excluded, then we limit our liability to you under that term to the maximum extent permitted by law.
3. If you are not satisfied with the Services, your sole and exclusive remedy is to terminate the use of the Services in accordance with Section 3.
4. If you suffer loss or damage as a result of Clarity’s negligence or failure to comply with these Terms, and the exclusion in clause 8.1 above does not exclude Clarity’s liability, then any claim by you against Clarity arising from Clarity’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by you in the previous 12 months.
5. The failure of Clarity to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Clarity and govern your use of the Service, superseding any prior agreements between you and Clarity (including, but not limited to, any prior versions of the Terms of Service).
6. The laws of England and Wales will apply to these Terms.

9 Notices

1. 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 Clarity must be sent to [email protected] or to any other email address notified by email to you by Clarity. Notices to You will be sent to the email address which you provided when setting up your access to the Service.

10 Modifications

1. We may revise these Terms from time to time to better reflect:(a) changes to the law,(b) new regulatory requirements, or(c) improvements or enhancements made to our Services.If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update’s effective date by sending an email to the email address associated with your account or via an in-product notification.If you don’t agree to the updates we make, please cancel your account and stop using the Services before the updated Terms become effective. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.