Terms of Service

These terms of service apply between you, the participant, and Apater UK Limited, trading as Clementine, a company incorporated under the laws of England and Wales having its registered office at The Stanley Building, 7 Pancras Square, N1C 4AG company registration no. 12344534 (“Clementine“).

We are a limited company and our VAT number is GB 341267810.

These terms govern the relationship between you and us in connection with our careful recruitment of participants for defined market research surveys on behalf of our clients.

If you do not agree to these Terms you should not proceed to engage with us on this platform.

  1. Your Participation in a Project

    1. Participants’ access to and use of the platform are limited to submitting responses to the Clementine screening questionnaire and any subsequent surveys. Save as expressly set out in these Terms, Clementine has no obligations to participants and grants no rights to participants under these Terms save in connection with Clementine’s obligations in clause 7.
    2. Participants shall comply with the terms and spirit of any activity scores or participant values system which Clementine may operate from time to time.
    3. Clementine shall not be responsible for the operation of any incentives program which may be run by any of its clients in relation to the project.
    4. Clementine reserves the right, in its absolute discretion, to moderate, aggregate or anonymise the submissions of a participant or to terminate or suspend the rights of a participant to remain involved as a participant on a project.
  2. Platform Availability

    1. Clementine provides access to participants to the platform on an as-is basis.
    2. Clementine shall use its reasonable endeavours to:
      1. ensure that the platform is available for use by the participants;
      2. maintain the platform; and
      3. provide a screening questionnaire to you from time to time in order to assess your eligibility for contributions to market research studies for and on behalf of our clients.
    3. If participants are unable to access the platform at any time, Clementine accepts no liability for any resulting costs, losses damages or expenses incurred by participants and participants are invited to return to the platform at a later time to complete any in progress questionnaire.
  3. Standards

    1. Participants shall not access, store, distribute or transmit any viruses, or any content during the course of the project using the platform that:
      1. Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates a legal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability or any other illegal activity; or
      6. causes damage or injury to any person or property, and Clementine reserves the right, without liability to the Client, to disable the Client’s access or the access of any participant to any material that breaches the provisions of this clause or, in its absolute discretion to remove any Content.
    2. Participant shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the platform 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
      3. access all or any part of the platform in order to build a product or service which competes with the platform; or
      4. use the platform to provide services to third parties other than during the course of the project; or
      5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the platform available to any third party; or
      6. attempt to obtain, or assist third parties in obtaining, access to the platform other than as provided under this clause 3.
    3. The participants 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 Clementine.
  4. Data

    The Privacy Notice includes further details surrounding your privacy and how we handle your personal data. Our Privacy Notice can be found here

  5. Third Party Processors

    Clementine has entered into all appropriate data privacy agreements and, where appropriate, model contract clauses with third party processors of personal data, as identified in the Privacy Notice.

  6. Disclaimers of Warranties

    1. Clementine specifically disclaims any responsibility or liability for:
      1. any viruses or other disabling features that affect access to or use of the platform;
      2. any incompatibility between the platform and other websites, services, software and hardware;
      3. any delays or failures you may experience in initiating, conducting or completing any screening questionnaires or subsequent surveys on the platform in an accurate or timely manner; or
      4. any costs, losses, damages and / or expenses of any type arising out of or in any way connected with the participant’s use of the platform.
  7. Participant Remuneration

    Upon the successful completion of each relevant stage of the project in line with Clementine’s predefined criteria, participants will be paid by Clementine in line with the payment arrangements agreed for the relevant project. In order for Clementine to pay, participants must provide their account number, sort code, the name on their bank account and the name of their bank.

  8. Confidential Information

    1. Each party that receives (“Receiving Party”) non-public business and/or financial information (“Confidential Information”) from the other (“Disclosing Party”), shall:
      1. keep the Confidential Information confidential;
        1. not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with clauses (b) and (c) below; and
        2. not use the Confidential Information for any purpose other than the performance of its obligations or its enjoyment of rights under these Terms (“Permitted Purpose”).For the avoidance of doubt where the Receiving Party is Clementine then the Confidential Information shall include, but not be limited to, questions, blogs, diaries, journals, interviews, surveys, video-diaries, video-surveys, video-diary blogs or methodologies which the Client may receive or have access to from time to time during the course of the project.
        3. The Receiving Party may disclose Confidential Information to its own, or any of its affiliates, officers, directors, employees, agents and advisers who reasonably need to know for the Permitted Purpose (each a “ Permitted Third Party”), provided that the Receiving Party shall remain liable to the Disclosing Party for the acts, omissions, and compliance with the terms of this clause 8 of such Permitted Third Party as if such Permitted Third Party was the Receiving Party. The Receiving Party shall ensure that each Permitted Third Party is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this clause 8. For the avoidance of doubt where the Recipient is Clementine it shall be entitled to disclose Confidential Information to a participant where required as part of the Project and shall not be responsible for any Confidential Information reasonably disclosed to a participant as part of the project.
    2. If required by law, the Receiving Party may disclose Confidential Information to a court or regulatory authority or agency, provided that the Receiving party shall (if legally permissible) provide advance notice to the Disclosing Party and the Receiving Party co-operates with any attempt by the Disclosing Party to obtain an order for providing for the protection in respect of such information.
  9. General Provisions

    1. Clementine reserves the right to alter the platform or delete features at any time and without reason or notice.
    2. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
    3. If any part of these Terms is held unlawful or unenforceable that part shall be struck out and the remainder of these Terms shall remain in effect.
    4. The rights and remedies afforded to either party pursuant to any provision of these Terms are in addition to and do not in any way limit any other rights or remedies afforded to either party by any other provision of these Terms or by law. All such rights and remedies are cumulative and may be exercised singularly or concurrently.
    5. Neither party may assign the benefit of these Terms without the prior written consent of the other party. Clementine may assign these Terms to a holding company, subsidiary or another Company who has the same ultimate holding company as Clementine, a successor in connection with a merger, acquisition or other consolidation, or to the purchaser in connection with the sale of all or substantially all of Clementine’s assets.
    6. No change, amendment or modification of any provision of these Terms shall be valid unless set out in a written instrument signed by both parties.
    7. These Terms and the Privacy Notice supersede any prior contracts, arrangements and undertakings between the parties in relation to its subject matter and constitute the entire contract between the parties relating to the subject matter.
    8. Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms other than as expressly set out in these Terms.
    9. The parties exclude to the fullest extent permitted by law any rights of third parties to enforce or rely upon any of the provisions of these Terms.
    10. These terms are governed by English law and are subject to the exclusive jurisdiction of the English courts.