Terms & Conditions

Last updated September 2021

  1. Rootsquared Ltd
    1. We are Rootsquared Ltd (trading as Partnerscore), a company registered in England and Wales under company registration number 10569802. Our registered office is at Over Dean, Bigfrith Lane, Cookham Dean, Berkshire, England, SL6 9PH. (we, us or our)
    2. We have developed certain software and a website platform which we make available to our customers via the internet for the purpose of providing a diagnostic window into the health of partner relationships.
    3. These terms and conditions of use (Terms) explain how you may use the website and any of its content at https://partnerscore.io/ and the software contained or made available therein (Platform). 
    4. Any workshop or consultancy services arranged between you and us shall be governed by the relevant workshop or consultancy terms and conditions and not by these Terms. 
    5. These Terms apply between you (as set out below) and us.  
    6. These Terms also apply between us and your Authorised Users when using the Platform and the Services (as defined below). 
  2. The Customer
    1. You are the named business for which we have agreed to provide access to our Platform and the Service(s) subject to these Terms and your Order Form (“you”). 
    2. At all times your use of the Platform and the Services are subject to the terms of the relevant order form for the specific use of the Platform (“Order Form”). 
  3. Users
    1. These terms also apply to any user authorised by you via your business account as set out in the Order Form (“Authorised Users”).
    2. The maximum number of Authorised Users is set out in the Order Form.
  4. Participants
    1. You shall nominate such number of specific third parties as set out in the Order Form, to use the Platform so that they can input their feedback about you using the relevant parameters as set out in the Order Form (“Participants”). Any Participants will be subject to the Participant Terms (here). 
    2. At all times we act as your agent in respect of our dealings with the Participants. 
  5. Terms
    1. You should read these Terms carefully before using the Platform.
    2. By using the Platform or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Platform immediately.
    3. If you have any questions about the Platform, please contact us by
      1. sending an email to support@partnerscore.io,
      2. filling out and submitting the online form available here, or
  6. Using the Platform
    1. Subject to you not being in breach of your payment obligations under the relevant Order Form, or these Terms we hereby grant you a non-exclusive, non-transferable right during the term set out under the Order Form:
      1. to permit the Authorised Users to use the Platform in accordance with these Terms;
      2. to permit your Participants to use the Platform in accordance with these Terms;
    2. Authorised Users and Participants are together “Users”. 
    3. In relation to the Users you undertake:
      1. that each User shall keep a secure password for their use of the Platform, that such password shall be changed no less frequently than quarterly and that each User shall keep their password confidential;
      2. you shall disable any User's access to the Platform promptly upon termination or suspension of such User's employment or services contract with you;
      3. to maintain a written, up-to-date list of current Users and provide such list to us promptly upon our written request at any time or times;
      4. not to exceed the number of Users in the Order Form;
      5. to permit us or our designated auditor to audit Platform in order to establish the name and password of each User and your data processing facilities to audit compliance with these Terms. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business. If any of the audits reveal that any password has been provided to any individual who is not a User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and
      6. if any of the audits reveal that you have underpaid any fees, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment, as calculated in accordance with the fee rates set out at https://partnerscore.io/ or such other website address as may be notified to you from time to time.
    4. If you become aware that any Users use of the Platform breaches the Acceptable Use Policy, you shall:
      1. immediately suspend the User’s use; and
      2. remove the relevant infringing content;
    5. If you are in breach of clause 6.4, we may (but shall not be obliged to) remove the relevant infringing content and:
      1. disable your use or that of the User's access to the Platform or any material that breaches the Acceptable Use Policy; and
      2. disable your business account with us, 
      for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to you or the relevant User.
    6. Whenever we reasonably suspect that there has been a breach of the Acceptable Use Policy, you shall permit us to audit all use of the Platform to ensure compliance with the Acceptable Use Policy. Such right to audit shall be exercised at our expense, with reasonable prior notice and in such a manner as not to substantially interfere with your normal conduct of business. For clarity, you acknowledge that we are not obliged to carry out any such audit.
    7. Notwithstanding any other provision in these Terms if there is a Security Event (as defined below), we may, without liability or prejudice to our other rights and without prior notice to you, remove the relevant content and disable any account until the relevant Security Event has been resolved. We shall give you written notice as soon as is reasonably practicable of the nature of the relevant Security Event. 
    8. A “Security Event” means: 
      1. any unauthorised third party access to the Platform; or
      2. any use of the Platform that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform; or
      3. any  weakness in the computational logic (“Vulnerability”) or any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including without limitation the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices introduced into the Platform (“Virus”). 
    9. You shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
        1. except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (or any software or content therein) (as applicable) in any form or media or by any means; or
        2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform (or any software therein);
      2. access all or any part of the Platform in order to build a product or service which competes with the Platform;
      3. use the Platform to provide services to third parties or to provide any similar services to us;
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Users in line with the Order Form;
      5. attempt to obtain, or assist third parties in obtaining, access to the Platform; or
      6. introduce, or permit the introduction of, any Virus or Vulnerability into the Platform.
    10. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us; 
    11. The rights provided under these Terms are granted to you only, and shall not be considered granted to any subsidiary or holding company. 
    12. You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Platform.
    13. We make no promise that the Platform or Service is appropriate or available for use in locations outside of the UK. If you choose to access the Platform from locations outside the UK, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.
    14. We try to make the Platform as accessible as possible. If you have any difficulties using the Platform, please contact us using the contact details at the top of this page.
    15. As a condition of your use of the Platform, you agree to comply with our Acceptable Use Policy available below and agree not to:
      1. misuse or attack our Platform by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack), or
      2. attempt to gain unauthorised access to our Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform.
    16. We may prevent or suspend your access to the Platform if you do not comply with these Terms or any applicable law.
  7. Services
    1. We shall, during the term of the relevant Order Form (“Term”):
      1. provide the services set out under the Order Form (“Services”) via access to the Platform subject to the terms of this agreement and the Order Form; and 
      2. enable Participants and Authorised Users to connect via the Platform and to use the Services in accordance with these Terms and User Terms.
    2. We will, as part of the Services and at no additional cost, provide you with the standard customer support services during Normal Business Hours of 9am to 5.00pm (London Time) in our sole and absolute discretion from time to time. You may purchase enhanced support services separately at our then current rates.
    3. From time to time we may:
      1. modify the Services or Platform by issuing updates; and 
      2. make new features, functionality, applications or tools available in respect of the Services or the Platform, whose use may be subject to your acceptance of further terms and conditions, and we shall give you prompt written notice of material modifications to the Services and/or the Platform and any such new features, functionality, applications or tools.
  8. Charges and Payments 
    1. You shall pay the fees set out in the Order Form for the Services and use of the Platform.
    2. Unless otherwise agreed on the Order Form we shall issue an electronic invoice at or after the end of each month for the fees payable in respect of that month. Those fees shall be due 30 Business Days after the date of the relevant invoice.
    3. If we have not received payment within 30 Business Days after the due date, and without prejudice to any other rights and remedies we may have:
      1. we may, without liability to you, disable your account and password and access and all Authorised Users and Participant accounts and passwords to all or part of the Services and/or the Platform and we  shall be under no obligation to provide any or all of the Services or access to the Platform while the invoice(s) concerned remain unpaid; and
      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    4. All amounts stated or referred to in these Terms:
      1. shall be payable in pounds sterling unless agreed otherwise by us in writing;
      2. are non-cancellable and, in the absence of manifest error, non-refundable;
      3. are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
  9. Our Obligations
    1. We undertake that the Services will be performed substantially in accordance with the Order Form and with reasonable skill and care. This however shall not apply to the extent of any non-conformance which is caused by use of the Platform or Services contrary to our instructions, or modification or alteration of the Services or our Platform by any party other us. 
    2. You understand and agree that the Services provided via the Platform are not advisory services and any and all data provided to you is provided on an ‘as is’ basis. 
    3. We do not warrant that:
      1. use of the Services or Platform will be uninterrupted or error-free; 
      2. the Services, Platform and/or the information obtained by you or any Authorised User or Participants through the Services or Platform will meet your or any user requirements; or
      3. the Platform or the Services will be free from Vulnerabilities; 
    4. 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 Services and Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  10. Your Obligations
    1. You shall:
      1. provide us with:
        1. all necessary co-operation in relation to the Platform; and
        2. all necessary access to such information as may be required by us in order to provide the Services and Platform, including Customer Content, security access information and configuration services;
      2. without affecting your other obligations under these Terms, comply with all applicable laws and regulations, including any of those relating to the export of data, with respect to its activities under these Terms;
      3. carry out all other of your responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays caused by you we may adjust any agreed timetable or delivery schedule as reasonably necessary;
      4. ensure that the Authorised Users and Participants use the Services and the Platform in accordance with these Terms and shall be responsible for breach of these Terms caused or contributed to by any acts or omissions on the part of any Authorised User or Participant;
      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these Terms, including provision of the Services and the Platform. This shall include without limitation obtaining the consent of any Participant prior to them being recorded on the Order Form and notifying them that they shall be contacted by us;
      6. ensure that your network and systems comply with the relevant specifications provided by us from time to time; 
      7. be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your or any User's network connections or telecommunications links or caused by the internet;
      8. not access the Platform in a manner intended to avoid incurring fees.
  11. Privacy and personal information
    1. Privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy available here, which explains what personal information we collect, how and why we collect, store, use and share such information, rights in relation to personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information.
    2. At all times we shall be the data processor and you the data controller in respect of all data uploaded by you, a Participant or Authorised User via the Platform.
    3. Both parties will comply with all applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); [and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party (“Data Protection Legislation”) . The requirements under these Terms is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
    4. You acknowledge that:
      1. if we process any personal data on your behalf when performing our obligations under these Terms, you are the controller and we are the processor for the purposes of the Data Protection Legislation. 
      2. personal data may be transferred or stored outside the EEA or the country where you, the Authorised Users or the Participants are located in order to carry out the Services, operate the Platform and our other obligations under these Terms.
    5. Without prejudice to the generality of these Terms you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to us for the duration and purposes of these Terms so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf and, without limitation, you shall ensure that all Users have been informed of, and have given and maintained their consent to permit access, monitoring, use and disclosure in accordance with these Terms.
    6. You consent to us appointing any suitable third party as a third-party processor of personal data under these Terms. 
    7. Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
  12. Ownership, use and intellectual property rights
    1. The intellectual property rights in the Platform and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Platform  (Content) are owned by us and our licensors other than any Customer Content as set out in clause 12.2 below.
    2. Subject to clause 12.3 you (or your licensors) shall own all intellectual property rights in and to all of all text, information, data, images, audio or video material, in whatever medium or form, inputted by you, Authorised Users or a Participant on your behalf for the purpose of using, the Platform or Services (“Customer Content”). You hereby grant us a non-exclusive, non-transferable right to carry out any acts that would otherwise be restricted by any of your intellectual property rights in the Customer Content for the sole purpose of enabling us to provide the Services to you and for industry standard benchmarking. Upon termination of the Services unless you delete the Customer Content you grant us the right to store such data on the Platform until the relevant account is closed. 
    3. We shall be permitted to use any data collected via your Account for industry standard benchmarking in an anonymised format. We shall be permitted to use this data as we determine and in our utter discretion save for we shall not disclose any confidential or commercially sensitive information about you in a manner which will knowingly identify you within the market.
    4. We (and our licensors) reserve all our intellectual property rights (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.
    5. Nothing in these Terms grants you any legal rights in the Platform or the Content other than as necessary for you to access it. You agree not to adjust, try to circumvent or delete any notices contained on the Platform or the Content (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the Platform or the Content.
    6. Trade marks: Use by you of any trade marks on the Platform or in the Content is strictly prohibited unless you have our prior written permission.
    7. You acknowledge and agree that:
      1. We may include your name, logo or trade mark in a list of our customers in any medium or in any link from the Platform; and
      2. We may refer to you, orally or in writing, as a customer of the Services or user of the Platform for promotional, marketing and financial reporting purposes.
    8. You acknowledge and agree that:
      1. We are not responsible or liable for the deletion of or failure to store any of the Customer Content, and other communications maintained or transmitted through use of the Services or the Platform; and
      2. You are solely responsible for securing and backing up all Customer Content.
  13. Accuracy of information and availability of the Platform
    1. We try to make sure that the Platform is accurate, up-to-date and free from bugs, but we cannot promise that it will be. Furthermore, we cannot promise that the Platform will be fit or suitable for any purpose. Any reliance that you may place on the information on the Platform is at your own risk.
    2. We may suspend or terminate access or operation of the Platform at any time as we see fit.
    3. Any Content is provided for your general information purposes only. It is a statistical analysis based on data received via the Platform. It has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Platform, its Content and the Services.
    4. While we try to make sure that the Platform is available for your use, we do not promise that the Platform will be available at all times or that your use of the Platform will be uninterrupted.
  14. Hyperlinks and third party sites
    1. The Platform may contain hyperlinks or references to third party advertising and websites other than the Platform. Any such hyperlinks or references are provided for your convenience only. We have no control over third party advertising or websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party advertising or website does not mean that we endorse that third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third-party site and is at your own risk
    2. You acknowledge that the Services may enable or assist you or any of the Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that if you do, and the Users do, you each do so solely at its own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you or any User (as the case may be), with any such third party. Any contract entered into and any transaction completed via any third-party website is between you or the relevant User (as the case may be) and the relevant third party, and not us. We recommend that you and Users refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services or Platform.
  15. Limitation on our liability
    1. Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for any:
      1. losses that were not foreseeable to you and us when these Terms were formed;
      2. losses that were not caused by any breach on our part;
      3. business losses; and
      4. losses to non-consumers.
    2. This clause 15 sets out our entire financial liability  (including any liability for the acts or omissions of its employees, agents and subcontractors) to you  or any Authorised User or User:
      1. arising under or in connection with these Terms, the Platform or the Services;
      2. in respect of any use made by the you or any User of the Services and Platform or any part of them; and
      3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms or the Order Form.
    3. Except as expressly and specifically provided in these Terms:
      1. you assume sole responsibility for results obtained from the use of the Services and Platform by you or any User, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you or any User in connection with the Service or Platform, or any actions taken by us at your direction; 
      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; 
      3. the Services and the Platform are provided to you and the Users on an "as is" basis.
    4. Nothing in this agreement excludes our liability of 
      1. for death or personal injury caused by our negligence; or
      2. for fraud or fraudulent misrepresentation. 
    5. Subject to clause 15.3 and clause 15.4:
      1. We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these  Terms; and
      2. Our total aggregate liability in contract , tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total fees paid for the Services.
  16. Term and Termination
    1. These Terms shall, unless otherwise terminated as provided in this clause 16, commence on the date in the Order Form and shall continue in force for the time set out under the relevant Order Form save for either party may terminate these Terms with immediate effect by giving written notice to the other party if:
      1. The other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
      4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
      5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
      8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
      11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.4 to clause 16.1.10 (inclusive);
      12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
    2. On termination of these Terms for any reason:
      1. all licences granted under this agreement shall immediately terminate; 
      2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
      3. without limiting the effect of clause 16.2.2, we may require you to immediately to return all copies of the software, our Confidential Information and any other materials or to erase the same from your computer and communications systems and devices used by you including such systems and data storage services provided by third parties (to the extent technically and legally practicable). You may, at our request, be required to confirm in writing that all such copies have been returned or so erased;
      4. We may destroy or otherwise dispose of any of the Customer Content. We shall use reasonable commercial endeavours to provide you with a back-up of the Customer Content within 30 days of receipt of such a written request, provided that you, at that time, have paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination) and a request for a copy of the Customer Content is made within 30 days of termination. You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Content; 
      5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced;
      6. any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement, shall remain in full force and effect; and
      7. any outstanding balance becomes immediately due and payable.
  17. Confidentiality
    1. Each party may be given access to confidential information from the other party in order to perform its obligations under these Terms. A party's confidential information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other's confidential information in confidence and, unless required by law, not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of this agreement.
    3. Each party shall take all reasonable steps to ensure that the other's confidential information to which it has access is not disclosed or distributed by its employees or agents in breach of these Terms.
    4. We shall not be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.
    5. The parties acknowledge that:
      1. our confidential information includes details of the Content, Services, the Platform, and the results of any performance tests of the Services and/or the Platform; and
      2. Your  confidential information includes the Customer Content except that at all times we can use such information for benchmarking as set out under clause 12.3. 
    6. The above provisions of this clause 17 shall survive termination of these Terms, however arising.
  18. Events beyond our control
    We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that you are notified of such an event and its expected duration.
  19. Rights of third parties
    No one other than a party to these Terms has any right to enforce any of these Terms.
  20. Variation
    1. No changes to these Terms are valid or have any effect unless agreed by us in writing or made in accordance with this clause 20.
    2. We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Platform and by continuing to use and access the Platform following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.
  21. Disputes
    We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with us, please contact us as soon as possible using the contact details set out at the top of this page.
  22. Governing Law
    These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  23. Jurisdiction
    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
  24. General
    1. No changes to these Terms are valid or have any effect unless agreed by us in writing or made in accordance with this clause 20.
    2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
    3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 
    6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
    7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
    8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Acceptable Use Policy

  1. Together with our Platform Terms (here), this acceptable use policy (Policy) governs how you may access and use the Platform. 
  2. You should read this Policy carefully before using the Platform.
  3. By accessing or using the Platform or otherwise indicating your consent, you agree to be bound by this Policy, which supplements our Platform Terms (here). If you do not agree with or accept any part of this Policy, you should stop using the Platform immediately.
  4. If you have any questions about this Policy, please contact us using the contact details provided in our Platform Terms here.
  5. In this Policy:

    'we’, ‘us’ or ‘our’ means Rootsquared Ltd (trading as Partnerscore), a company registered in England and Wales under company registration number 10569802. Our registered office is at Over Dean, Bigfrith Lane, Cookham Dean, Berkshire, England, SL6 9PH; and

    you’ or ‘your’ means the person accessing or using the Site or its content.
  6. Neither you nor any User (as defined in our Platform Terms) shall access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services or Platform that:
    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence;
    5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    6. in a manner that is otherwise illegal or causes damage or injury to any person or property.
  7. You may not use our trade marks, logos or trade names without our written consent. 
  8. We shall apply the terms of this Policy in our absolute discretion. In the event of your breach of this Policy we may terminate or suspend your use of the Platform, remove or edit any communication to users of our Platform by you, report you to law enforcement authorities or take any action we consider necessary to remedy the breach.
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