Legal
Terms of Service
Version 5.0 · Last updated TBC
Draft — pending completion and solicitor sign-off
1. About Gylds and these Terms
1.1 Who we are. Gylds is operated by Gylds Limited, a company registered in England and Wales with company number [●] and its registered office at [●]. "Gylds", "we", "us" and "our" mean Gylds Limited. You can contact us at [●email].
1.2 What these Terms cover. These Terms govern your use of the Platform, whether you are an Individual Member, an Organisation Member or a Visitor. They form a legally binding agreement between you and us.
1.3 Your agreement with us. Your agreement with us is made up of:
- (a) the Gylds Pledge;
- (b) these Terms of Service; and
- (c) if you are an Organisation Member that has signed one, an Order Form.
Our Privacy Policy and Cookie Policy explain how we use personal data and cookies. They are not part of our contract with you, but please read them.
1.4 If documents conflict. An Order Form takes priority over these Terms of Service for the matters it covers. These Terms of Service take priority over the Pledge, which summarises them.
1.5 Accepting these Terms. You accept these Terms by ticking the confirmation box when you sign up, or, for an Order Form, by signing it. If you do not agree, you must not use the Platform. An individual must accept these Terms personally: no one else, including an Organisation Member, can accept them on an individual's behalf. A person authorised to act for an organisation can accept them for that organisation (see section 3.6).
1.6 Visitors. If you browse our public website without an Account, the following apply to you: sections 4.3 and 4.4 (availability and third-party services), 5.9 (things you must not do), 8.5 (our Platform and brand), 9 (content is not advice), 11 (our responsibility to you), 16 (disputes and governing law) and 17 (general).
1.7 Reading these Terms. Headings are for convenience only. Words such as "including" and "for example" do not limit the words before them.
2. Definitions
These words have the following meanings wherever they appear with capital letters in the Pledge, these Terms of Service, an Order Form, the Privacy Policy and the Cookie Policy.
| Term | Meaning |
|---|---|
| Account | A Gylds account held by an Individual Member or an Organisation Member. |
| Circle | A group on the Platform, organised around a profession, sector or topic, that Members can join. |
| Circle Admin | A Member we appoint to help run a Circle. |
| Competitively Sensitive Information | Non-public information about an organisation's current or future prices, fees, discounts, margins, costs, pay and benefits (including planned pay changes), bids or tenders, capacity, output, customers, suppliers or commercial strategy, where sharing it between competitors could reduce competition. |
| Consumer | An individual acting for purposes that are wholly or mainly outside their trade, business, craft or profession. |
| Content | Anything posted, uploaded, submitted or sent on the Platform, including Study questions and responses, posts, comments, messages and files. "Your Content" means Content you submit. |
| Health Circle | A Circle we mark as being for health professionals. |
| Individual Member | An individual who holds an Account in their own name and has accepted these Terms. |
| Insights | Aggregated information, analysis, summaries, observations or trends that we produce from Content, including Study responses, designed so that no individual or organisation can be identified from them. |
| Member | An Individual Member or an Organisation Member. |
| Nominated Member | An Individual Member who joins because an Organisation Member nominated or invited them. |
| Order Form | A document signed by us and an Organisation Member that sets out extra services, fees or special terms. |
| Organisation Member | An organisation, such as a professional body, association, firm or company, that holds an Account and has accepted these Terms through a person authorised to act for it. |
| Personal data | Any information relating to an identified or identifiable living individual. |
| Platform | The Gylds website at gylds.com and any related apps, services, emails and features we provide. |
| Pledge | The Gylds Pledge, which you accept when you sign up. |
| Privacy Policy and Cookie Policy | Our policies explaining how we use personal data and cookies, as updated from time to time. |
| Quarantine | Hiding or restricting access to Content, or flagging it, while it is reviewed. |
| Study | A survey, poll, benchmark or other structured set of questions run on the Platform. |
| Study Owner | The Member who creates or commissions a Study. |
| Takedown | Removing Content from the Platform. |
| Terms | The Pledge, these Terms of Service and any Order Form. |
| Visibility Settings | The settings that control who can see an item of Content and whether it shows the contributor's name, for example whether it can be seen by one Member, by a Circle or by all Members. |
| Visitor | Anyone who browses our public website without an Account. |
| You and your | The Member or Visitor using the Platform. For an Organisation Member, "you" means the organisation, and anyone acting for it must also follow these Terms. |
3. Joining Gylds
3.1 Who can join. To hold an Account as an individual you must:
- (a) be at least 18;
- (b) be a professional: someone currently working in, or with recent experience of, a professional field relevant to the Circles or Studies you join;
- (c) not be a person we are prohibited from dealing with under sanctions or other laws; and
- (d) not have been removed from Gylds before, unless we agree otherwise.
An Organisation Member must be a genuine organisation, such as a professional body, association, firm or company. We decide, acting reasonably, whether a person or organisation meets these requirements.
3.2 Accurate information. Give us accurate, complete and up-to-date information when you sign up, and keep it up to date. Each individual may hold only one Account in their own name. Do not create an Account for someone else, impersonate anyone, or share, sell or transfer your Account.
3.3 Checks. We may check that you meet section 3.1 when you sign up or at any time afterwards. We choose the methods we use and may change them. For example, we may confirm a work email address, rely on confirmation from an Organisation Member, check professional registration or membership, or review a public professional profile. We may ask you for evidence. If we cannot confirm your eligibility, we may refuse, limit, suspend or close your Account. Our checks are not a guarantee that any Member is who they say they are.
3.4 Signing up with Google. You can create an Account using your email address or your Google account. If you use Google, Google's own terms apply to your Google account, and we receive some information from Google, as described in our Privacy Policy.
3.5 Keeping your Account secure. Keep your login details confidential and your devices secure. You are responsible for activity on your Account, unless it results from our failure to keep the Platform reasonably secure. Tell us promptly at [●email] if you think someone else has accessed your Account.
3.6 Joining on behalf of an organisation. If you sign up or accept these Terms on behalf of an organisation, you confirm that you are authorised to bind it. The organisation is then the Organisation Member, and it is responsible for everyone who uses its Account. Section 14 sets out extra terms that apply to Organisation Members.
3.7 Joining through an organisation. If an Organisation Member nominates or invites you, you become a Nominated Member once you personally accept these Terms. Your agreement is with us, not with the organisation. The organisation will not see your individual Study responses. Section 14.5 explains what we may share with the organisation about you.
4. Using Gylds
4.1 Your right to use the Platform. While you comply with these Terms, we give you a personal, non-exclusive, non-transferable and revocable right to use the Platform for your professional purposes. For an Organisation Member, this means its internal purposes.
4.2 Fees. Access to the Platform is currently free for Individual Members. If we offer paid features, we will show you the price and the terms before you buy, and we will not charge you unless you agree. Fees for Organisation Members are set out in an Order Form (see section 14).
4.3 Availability and changes. We want Gylds to be available and useful. However, we do not promise that the Platform, or any feature, will always be available, uninterrupted, error-free or free from viruses. We may change, suspend or withdraw any part of the Platform, for example to improve it, for security or legal reasons, or because a feature is no longer viable. If a change significantly and negatively affects you, we will try to give you reasonable notice. Some features may be labelled "beta" or "pilot". These may be less reliable, and may change or be withdrawn at any time.
4.4 Third-party services and links. The Platform may link to, or rely on, services run by others, such as Google sign-in. We are not responsible for those services, and their own terms apply to them.
4.5 Messages from us. We will send you the messages needed to run your Account, for example security alerts, updates to these Terms and notifications about activity. We send marketing only as described in our Privacy Policy, and you can opt out at any time.
5. Our principles and your conduct
The Pledge sets out eight principles that every Member signs up to. This section explains what they mean in practice. They apply to everything you do on Gylds, including Studies, posts, comments, messages and Circles, and to anything you take from Gylds.
5.1 Confidentiality. You must:
- (a) keep Content confidential. You must not share, forward, screenshot, copy or otherwise disclose it outside the Platform, except as its Visibility Settings expressly allow, with our written permission, or where the law requires;
- (b) comply with your own obligations of confidentiality to your employer, clients, patients, regulators and others; and
- (c) not post confidential information, trade secrets or material non-public ("inside") information that you are not entitled to share.
Other Members owe their duties of confidentiality to us, not to you. Only we can enforce them (see section 17.6).
5.2 Fair competition. Gylds is for benchmarking and professional exchange, never for coordination between competitors. You must not:
- (a) share, request or discuss Competitively Sensitive Information in posts, comments or messages;
- (b) use the Platform to reach or signal any agreement or understanding with competitors, including on prices, fees, pay, benefits, hiring or not hiring each other's staff, or dividing customers or markets; or
- (c) use Insights to coordinate your behaviour with competitors.
Information about pay, prices or fees may be collected only through Studies designed in line with section 6.2. If a discussion strays into these areas, stop and report it to us.
5.3 Appropriate behaviour. Your Content must be professional, lawful and relevant to the Circle or Study. You must not post Content that is defamatory, illegal, misleading, obscene or discriminatory, or that promotes violence. Nor may you post spam, chain messages or advertising unless we agree. If AI has materially helped you write a post, say so when you post it.
5.4 Respect. Treat other Members with courtesy, and focus criticism on ideas and evidence, not on people. You must not harass, bully, threaten, intimidate, insult, troll or discriminate against anyone. You must not share anyone's private contact or personal details without their permission ("doxxing").
5.5 Privacy. You must not:
- (a) post personal data about identifiable people, including clients, colleagues and patients, unless you have the right to do so. Anonymise examples wherever possible;
- (b) post special category data about any identifiable person, including yourself. This means information about health, racial or ethnic origin, religion or beliefs, political opinions, trade union membership, sex life or sexual orientation, genetics or biometrics. You also must not post information about any identifiable person's criminal convictions or offences, although you may refer to published court judgments;
- (c) try to identify any Member who contributes without their name, or any individual or organisation behind an Insight, or help anyone else to do so; or
- (d) collect or harvest data about other Members.
5.6 Intellectual property. Post only material that you own or have permission to share. Credit other people's work, do not copy or plagiarise, and do not claim ownership of material that is not yours. Section 8 explains the rules about your Content, Insights and our intellectual property.
5.7 Genuine representation. You must:
- (a) be who you say you are, and keep your profile accurate and current;
- (b) give truthful answers in good faith, based on your own knowledge and experience;
- (c) describe your organisation's practice fairly, and only if you are entitled to share it; and
- (d) make clear that your views are your own and not your employer's, unless you are authorised to speak for it.
Deliberately misleading answers, fake Accounts and attempts to manipulate Study results are serious breaches.
5.8 Conflicts of interest. If you have a commercial, financial or personal interest in a topic you are discussing or a Study you are creating, you must declare it. For example, you may sell a product or service being discussed, or work as a recruiter or consultant. You must not use Gylds to sell, solicit clients, recruit, or promote products or services unless we agree. Nor may you use it to influence discussions or Study results for your own or your employer's benefit. Circle Admins and Study Owners must also declare their conflicts of interest to us.
5.9 Things you must not do. You must not:
- (a) use the Platform for anything unlawful, fraudulent or harmful;
- (b) scrape, crawl, mine or systematically extract Content, Insights or data, including by using bots, or use them to train or improve AI models;
- (c) sell, license, publish or redistribute Content or Insights, except as section 8.7 allows;
- (d) copy, reverse engineer, decompile or interfere with the Platform, except where the law allows;
- (e) probe, scan or test the security of the Platform, or get around any security measure, access control or usage limit;
- (f) upload viruses or other harmful code;
- (g) create more than one Account, or use someone else's Account;
- (h) make false or abusive reports;
- (i) use the Platform to build a competing product or service; or
- (j) help anyone else to do any of these things.
5.10 Health Circles. In a Health Circle:
- (a) you must never post information that could identify a patient, directly or indirectly;
- (b) any case discussion must be fully anonymised and must comply with your clinical and professional duties of confidentiality;
- (c) you must not upload patient images, scans, test results or documents; and
- (d) nothing is medical advice or a substitute for clinical judgement.
Circle Admins of Health Circles must refer any patient-identifiable information to us immediately.
5.11 Breaches. If you break this section 5, we may act under section 10 (moderation) and section 13 (suspension and closure).
6. Studies, Circles and roles
6.1 How Studies work. Members can take part in Studies and, subject to any limits we set, create them. We decide which features are available to which Members.
6.2 Designing a Study. If you are a Study Owner, you are responsible for your Study's questions. You must make sure that the Study:
- (a) complies with these Terms and the law;
- (b) does not ask for Competitively Sensitive Information in a way that could reveal an individual organisation's position, and does not ask for any organisation's future prices, fees or pay plans unless we have approved the design;
- (c) does not ask for special category data or for information that identifies individuals; and
- (d) does not try to identify participants.
We may review any Study. We may change, pause, decline or remove it, or delay or withhold its results, including to reduce competition law or privacy risk.
6.3 Taking part in a Study. Your answers must meet section 5.7. We show Study results to other Members only as Insights (see section 7.1). Access to some Insights may depend on your having contributed to the relevant Study. We may not release Insights until enough people have responded.
6.4 Using Study results. Insights from a Study are for your internal professional use or, for an Organisation Member, its internal use. You may use them outside Gylds only as section 8.7 allows. If you want to use results for academic research or publication, you need our written permission first. You are then responsible for any ethics approvals and participant information your research requires.
6.5 Circles. A Circle may have membership criteria. We decide who may join a Circle and may remove Members from it. We may create, change, merge or close Circles.
6.6 Circle Admins. We may appoint Members as Circle Admins to help run a Circle. For example, a Circle Admin may review requests to join against the Circle's criteria, set topic guidance, temporarily Quarantine Content while we review it, and refer issues to us. Organisation Members may nominate Circle Admins for Circles we run with them, subject to our approval. Circle Admins cannot issue warnings, suspend or close Accounts, or permanently remove Content. Only we can do those things. Circle Admins must act fairly and without discrimination, keep confidential anything non-public they see, declare conflicts of interest and follow our guidance. You can ask us to review any Circle Admin decision that affects you.
6.7 Messages and connections. Where the Platform lets you message or connect with other Members, the person you contact may see your name and profile, depending on the Visibility Settings. Messages are subject to these Terms. We may review messages when they are reported to us, or where we need to for safety, security or legal reasons.
7. Anonymity, identity and confidentiality
7.1 Study responses. We design Studies so that other Members, including Study Owners and Organisation Members, see results only as Insights, not as individual responses linked to you. To prevent identification, we apply minimum numbers of responses before results are shown. [We describe our current thresholds at [●Help Centre link].] Even so, in small groups other people may be able to guess who said what from the content itself, so think about what you share.
7.2 Posts, comments and messages. Depending on where you post and the Visibility Settings, your posts, comments and messages may be shown with your name and profile details, or without them. Check the setting before you post.
7.3 What we can see. Gylds can link all Content, including Study responses, to the Account that submitted it. We need to do this to run the Platform, check eligibility, enforce these Terms, keep the Platform secure and produce Insights. Only people who work for or with us and need that access for these purposes can see who contributed what, and they must keep it confidential.
7.4 When we may disclose who contributed. We will not reveal who contributed particular Content, except:
- (a) where the law requires it, including under a court order. For example, a court may order disclosure at the request of someone who says Content was defamatory or disclosed their confidential information;
- (b) to regulators, law enforcement or other authorities, where we are legally required or permitted to do so;
- (c) to protect someone's safety or to prevent crime;
- (d) to establish, exercise or defend legal claims, including to enforce these Terms; or
- (e) with your permission.
Where the law allows and it is practical, we will tell you before we disclose your identity.
7.5 Anonymity is not a guarantee. Anonymity on Gylds is a design feature, not a legal guarantee. Never post anything that would put you in breach of your own obligations if it were attributed to you.
8. Content, Insights and intellectual property
8.1 Your Content is yours. You keep ownership of Your Content. You are responsible for it, and for making sure you have the right to share it.
8.2 The licence you give us. So that we can run Gylds, you give us a worldwide, non-exclusive, royalty-free licence to host, store, copy, adapt, analyse, display and distribute Your Content, in line with its Visibility Settings, in order to:
- (a) operate, provide, moderate and improve the Platform;
- (b) create Insights; and
- (c) comply with the law.
We may allow our service providers to use Your Content for these purposes. We may transfer this licence to anyone who takes over our business. To the extent the law allows, you waive, or agree not to assert, any moral rights in Your Content against us and anyone we authorise.
8.3 When you delete Content or leave. When you delete Your Content or close your Account, we will delete or anonymise it as described in our Privacy Policy. This may take some time. Copies may remain for a limited period in backups, or where we need to keep them for legal reasons. Insights already created from Your Content are not affected, because they do not identify you.
8.4 Insights belong to us. We own all Insights and all rights in them. We may use Insights for any purpose. This includes providing them to Members and publishing or sharing them more widely, always in a form that does not identify any individual or organisation.
8.5 Our Platform and brand. We, or our licensors, own the Platform, including its software, design, text, graphics and the question sets we create, as well as the Gylds name and logo. You may not use them except as these Terms allow.
8.6 Feedback. If you send us ideas, suggestions or feedback, you give us a perpetual, irrevocable and royalty-free right to use them for any purpose, without any obligation to you.
8.7 Using material from Gylds outside Gylds. You must not sell, license, publish, redistribute or disclose Content or Insights outside the Platform, except:
- (a) where the Visibility Settings for that item expressly allow it;
- (b) with our written permission, including in an Order Form; or
- (c) where the law requires it.
Where you are allowed to use material outside Gylds, you must credit "Gylds" as the source, unless we agree otherwise in writing. You must not present Insights as your own independent research, analysis or consulting work.
8.8 Copyright complaints. If you believe Content infringes your copyright or other rights, contact us at [●email] with details. We may remove infringing Content, and we may close the Accounts of Members who repeatedly infringe.
9. Content is not advice
9.1 For information and discussion only. Content and Insights are provided for general information and professional discussion only. They are not professional advice of any kind, whether legal, regulatory, financial, investment, tax, accounting, valuation, actuarial, employment, pay, medical or clinical. They are no substitute for advice from a qualified professional who knows your circumstances.
9.2 Not investment advice or a financial promotion. Nothing on Gylds is investment advice, a personal recommendation, a financial promotion, or an invitation or inducement to engage in investment activity. Gylds is not authorised or regulated to provide financial services.
9.3 Do not rely on it. You must not rely on Content or Insights as the basis for any decision. Any decision you make is based on your own judgement and made at your own risk. In making the Platform available, neither we nor any other Member takes on responsibility for, or owes you a duty of care in relation to, the accuracy or completeness of Content or Insights, or any decision you make using them.
9.4 We do not check Content. We do not check, endorse or guarantee Content. It reflects the personal views of the Member who posted it. It may be wrong, incomplete or out of date, and it does not represent our views or those of any Member's employer.
9.5 AI features. Some features may use artificial intelligence, for example to help create summaries, observations or Insights, or to help design Studies. AI outputs can be wrong or incomplete, so treat them with care.
10. Reports, moderation and complaints
10.1 Reporting Content. If you see Content that you think is illegal or breaks these Terms, report it using the reporting feature on the Platform (where available) or by emailing [●reports email]. Tell us what the Content is, where it is, and why you think it should be removed. Anyone can report Content, including people without an Account.
10.2 How we protect Members from illegal content. We:
- (a) restrict Gylds to professionals aged 18 or over;
- (b) review reports and act on them;
- (c) remove illegal Content when we become aware of it; and
- (d) apply these Terms consistently.
We may also use automated tools to help us find Content that may break these Terms (see section 10.6).
10.3 What we may do. If we reasonably believe that Content or conduct breaks these Terms or the law, or creates a risk for Members or for us, we may:
- (a) Quarantine or Takedown Content;
- (b) restrict features, such as posting or creating Studies;
- (c) remove you from a Circle;
- (d) suspend your Account; or
- (e) close your Account.
We act proportionately, taking account of the rights and interests of everyone affected. Where there is urgency or serious risk, we may act immediately and without notice.
10.4 Our usual approach. For most breaches, we usually follow these steps:
- (a) a warning, with the Content Quarantined or removed;
- (b) for a second breach, a temporary suspension of posting, usually for up to 90 days; and
- (c) for a further breach, a review of your Account history and possible closure.
We may skip steps for serious breaches, such as illegal Content, harassment, misrepresenting who you are, or breaches of competition law. Warnings usually expire after six months of good standing.
10.5 Telling you why. If we restrict your Content or Account, we will tell you, unless the law prevents us, we do not have your contact details, or the Content is spam. We will explain:
- (a) what we did, and how it affects your Content or Account;
- (b) the facts and circumstances we relied on;
- (c) whether automated tools were used;
- (d) the rule in these Terms, or the law, that we relied on; and
- (e) how you can challenge the decision.
10.6 Automated tools. We may use automated tools, including AI, to help detect Content that may be illegal or may break these Terms, for example personal data, patient information or wording that suggests Competitively Sensitive Information. Any decision to suspend or close an Account is made or reviewed by a person.
10.7 Challenging a decision and making a complaint. You can challenge a decision that we or a Circle Admin have made about your Content or Account. You can also complain about how we handle reports, or about the Platform. To do so, reply to our message or email [●complaints email], and tell us why you disagree. We will review the matter, where practical using someone who was not involved in the original decision, and tell you the outcome. This does not affect your other rights, including your right to go to court.
10.8 Reporting to authorities. Where the law requires or allows it, we may report Content or conduct to law enforcement or other authorities and preserve information for them, for example where we suspect a threat to someone's life or safety.
11. Our responsibility to you
11.1 What we do not limit. Nothing in these Terms limits or excludes our liability for:
- (a) death or personal injury caused by our negligence;
- (b) fraud or fraudulent misrepresentation; or
- (c) anything else the law does not allow us to limit or exclude, including your statutory rights as a Consumer.
11.2 If you are a Consumer. We are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or failing to use reasonable care and skill. Loss is foreseeable if it is obvious that it will happen, or if we both knew it might happen when you accepted these Terms. We are not responsible for loss that is not foreseeable. Gylds is intended for professional use, so we are not responsible to Consumers for any business losses, such as loss of profit, business or opportunity.
11.3 If you are not a Consumer. This applies if you are an Organisation Member, or if you use Gylds in the course of your business or profession. To the extent the law allows:
- (a) the Platform is provided "as is" and "as available", and we exclude all warranties, conditions and terms implied by law; and
- (b) we are not liable for any loss of profit, revenue, business, contracts, goodwill or anticipated savings, or for any indirect or consequential loss.
11.4 Other Members and reliance. To the extent the law allows, we are not responsible for:
- (a) Content posted by other Members, or their conduct;
- (b) any loss arising from your reliance on Content or Insights (see section 9); or
- (c) events outside our reasonable control.
11.5 Overall limit. Subject to section 11.1, our total liability to you for all claims arising out of or in connection with these Terms or the Platform will not exceed the greater of:
- (a) the total fees you paid us in the 12 months before the event giving rise to the claim; and
- (b) £100 if you are an Individual Member, or £[1,000] if you are an Organisation Member, unless an Order Form sets a different limit.
12. Your responsibility to us
12.1 If you are not a Consumer. You will compensate us for any losses, damages, costs (including reasonable legal costs) and liabilities we suffer as a result of a claim by a third party arising from:
- (a) Your Content; or
- (b) your breach of these Terms or of the law.
This applies only to the extent the claim results from your breach, and we will take reasonable steps to limit our losses.
12.2 If you are a Consumer. You are responsible for any losses you cause us by breaking these Terms, in line with the law.
13. Suspension, closure and leaving
13.1 Leaving Gylds. You can close your Account at any time by emailing [●email] or, where available, using your Account settings. If you are an Organisation Member with an Order Form, the Order Form's term and fees continue to apply until it ends.
13.2 When we may suspend or close your Account. We may suspend or close your Account, or stop providing all or part of the Platform to you:
- (a) if you break these Terms (see section 10);
- (b) if we cannot confirm your eligibility (see section 3.3);
- (c) if the law requires it, or we reasonably believe it is needed to protect Members, the Platform or us;
- (d) if your Account has been inactive for at least [24] months, after giving you notice; or
- (e) if we decide to stop offering the Platform or a feature. In that case, we will give you reasonable notice where we can.
13.3 When your Account closes. Your right to use the Platform ends. We will delete or anonymise your personal data as described in our Privacy Policy. Insights already created are not affected. If we closed your Account because you broke these Terms, you must not open a new Account without our permission.
13.4 Nominated Members. If an Organisation Member stops nominating you, or its arrangement with us ends, your access through that organisation ends. We may offer you the option of continuing as an Individual Member if you meet section 3.1.
13.5 What continues after closure. Any section that by its nature should continue after your Account closes will continue to apply. This includes sections 5.1, 5.9, 7.4, 8, 9, 11, 12, 14.6, 14.7, 16 and 17.
14. Extra terms for Organisation Members
14.1 How these Terms apply. Everything in these Terms applies to Organisation Members, together with this section 14. The person who accepts these Terms, or signs an Order Form, for an organisation confirms that they are authorised to do so.
14.2 Order Forms. An Organisation Member may agree an Order Form with us for extra services and any fees. Examples include access for a number of Nominated Members, commissioned Studies, pilots and special rights over Insights. An Order Form applies only once both of us have signed it.
14.3 Nominating individuals. If you nominate or invite individuals:
- (a) they must meet section 3.1, and you must tell us promptly if someone stops being connected with you;
- (b) each of them must personally accept these Terms, and you cannot accept for them;
- (c) you are responsible for having a lawful basis for sharing their details with us, and for telling them that you are doing so and that our Privacy Policy explains how we use their data; and
- (d) we may carry out our own checks, and may decline or remove any nominee, acting reasonably.
14.4 What you must not do. You must not, and must not encourage anyone else to:
- (a) try to identify who contributed any Content or Study response;
- (b) pressure or require any individual to disclose their Content, Study responses or activity on Gylds;
- (c) resell or redistribute Content or Insights, except as your Order Form allows; or
- (d) use Gylds in a way that breaches competition law.
If you are a trade or professional association, you are responsible for making sure that any Study you commission or promote to your members complies with competition law.
14.5 What we share with you. We will not give you any Nominated Member's individual Study responses. Nor will we share their Content with you in a way that identifies them, except as any other Member could see it under the Visibility Settings. We may tell you whether a person you invited has joined, and give you aggregated information about participation and Insights.
14.6 Fees and payment. You will pay the fees set out in your Order Form. Unless the Order Form says otherwise:
- (a) invoices are payable within 30 days;
- (b) fees exclude VAT and other taxes, which you will pay in addition; and
- (c) we may charge interest on late payments at 4% a year above the Bank of England base rate, and may suspend services if an invoice remains unpaid 14 days after we have reminded you.
14.7 Confidentiality. Each of us will keep confidential any non-public information about the other's business that it receives, and will use that information only for our relationship under these Terms. This does not apply to information that:
- (a) is or becomes public, other than through a breach of these Terms;
- (b) the recipient already had, or developed independently; or
- (c) must be disclosed by law or by a regulator.
This section does not limit our right to create and use Insights.
14.8 Data protection. Each of us is a separate controller of the personal data it handles, and each will comply with data protection law. If we ever process personal data on your behalf and on your instructions, we will first agree data processing terms with you.
14.9 Licence to Insights. Unless your Order Form says otherwise, you may use Insights we deliver to you for your internal purposes. If your Order Form allows it, you may also use them in communications to your own members or staff, crediting "Gylds" as the source. You may not resell Insights, or present them as your own or anyone else's independent research.
14.10 Ending an Order Form. An Order Form lasts for the term it states. Either of us may end an Order Form immediately by written notice if the other seriously breaches these Terms and does not fix the breach within 30 days of being asked to, or becomes insolvent. When an Order Form ends, access for Nominated Members under it ends (see section 13.4), and fees due up to that date remain payable.
14.11 Publicity. We will not use your name or logo publicly without your permission.
15. Changes to these Terms
15.1 Why we may change them. We may update these Terms, for example to reflect changes to the Platform, the law or how we operate.
15.2 Material changes. For material changes, we will give you at least 14 days' notice by email or on the Platform before they take effect, and ask you to accept them. You will need to accept the updated Terms to keep using the Platform. If you do not want to accept them, you can close your Account before they take effect.
15.3 Other changes. Other changes, such as corrections or changes urgently required by law or for security, take effect when we publish them.
15.4 Order Forms. Changes to these Terms do not affect the commercial terms of a signed Order Form during its term, unless we both agree.
15.5 Versions. The date at the top of these Terms shows when they were last updated. Previous versions are available on request.
16. Disputes and governing law
16.1 Talk to us first. If you have a problem, contact us at [●email]. Before starting legal proceedings, you agree to tell us about the issue in writing and allow us 30 days to try to resolve it. This does not stop either of us seeking urgent relief from a court.
16.2 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or the Platform (including non-contractual disputes or claims), are governed by the law of England and Wales.
16.3 Courts. The courts of England and Wales have exclusive jurisdiction, except that:
- (a) if you are a Consumer, you may also bring proceedings in the courts of the place where you live, and you keep the protection of any mandatory consumer laws there; and
- (b) either of us may seek urgent relief in any court.
16.4 Other routes. If we both agree, we can use mediation or another form of alternative dispute resolution. You may also use a small-claims procedure where one is available, and complain to any regulator, including a data protection authority.
16.5 Organisation Members. An Order Form may provide for disputes with an Organisation Member to be resolved by arbitration instead of in court.
17. General
17.1 Entire agreement. The Terms are the whole agreement between you and us about the Platform. If you are not a Consumer, you confirm that you have not relied on any statement that is not set out in the Terms. Nothing in this section limits liability for fraud.
17.2 Transfer. We may transfer our rights and obligations under the Terms to another organisation, for example if our business is sold or reorganised. If you are a Consumer, this will not reduce your rights. You may not transfer your rights or obligations without our written permission.
17.3 Invalid terms. If a court decides that any part of the Terms is invalid, the rest continues to apply.
17.4 No waiver. If we delay in enforcing the Terms, we can still enforce them later.
17.5 Events outside our control. We are not responsible for delays or failures caused by events outside our reasonable control.
17.6 No third-party rights. No one other than you and us may enforce the Terms, including under the Contracts (Rights of Third Parties) Act 1999. This means Members cannot enforce the Terms against each other; only we can enforce them.
17.7 Notices. We may contact you using the email address linked to your Account or through the Platform. You can contact us at [●email]. Formal legal notices to us should be sent to our registered office.
17.8 Language. These Terms are written in English. If we provide a translation, the English version applies if the two differ, unless the law of the place where you live requires otherwise.
17.9 Relationship. Nothing in the Terms creates a partnership, employment or agency relationship between you and us.
18. Contact us
| Purpose | Contact |
|---|---|
| General questions and account support | [●email] |
| Privacy and data protection | [●privacy email] |
| Reporting Content | [●reports email] or the reporting feature on the Platform |
| Challenges and complaints | [●complaints email] |
| Copyright complaints | [●email] |
| Formal legal notices | Gylds Limited, [●registered office] |
| [Point of contact for EU users and authorities] | [●To be confirmed before we open to EU users] |