TERMS AND CONDITIONS

  1. Who we are
    1. We are Ranked Ltd. Our company information is at the end of this document.
  2. What this is all about
    1. These are our terms and conditions which apply to our Service (explained below). We’ve tried to make them user-friendly. Please read them carefully and save a copy as we don’t file a copy specifically for the transaction with you. They’re available in English only
    2. While these terms and conditions apply to everyone, the Addendum (at the end of this document) contains additional terms which apply only to Businesses. If there a conflict, the Addendum takes priority.
    3. Where you communicate with us on behalf of a company / organisation, you promise that you have authority to act on its behalf.
  3. Some definitions
    1. Here are some definitions which are used in this document (all capitalised):
      • "Business" – a User that uses our Service in connection with Rankings or potential Rankings of that User.
      • "Consumer" - an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.
      • "Content" - all information of whatever kind (including Rankings, Business profiles, posts, comments, blogs, chat, images, photos, audio, video, advertisements etc.), uploaded to our Service (including messages sent via our Service).
      • "Ranker" - a User who uses our Service with a view to giving a Ranking
      • "Ranking" – any video or other review or rating.
      • "Service" –the service we offer by means of our website and any related software and services.
      • "User" - persons or organisations using our Service (whether or not registered with us).
  4. Forming a contract with us
    1. By registering on or using our Service, you enter a legal contract with us to use our Service
  5. Changing our terms and conditions
    1. We may change these terms and conditions by giving you at least 15 days’ notice unless a more urgent change is needed to comply with laws or regulations or to deal with an unforeseen and imminent danger. We will notify you by email and by posting the new version on our website.
    2. If you don’t agree to the new terms, you should end this contract as explained below before the new terms take effect.
  6. Your right to use our Service
    1. We grant you a limited personal non-transferable right to use our Service on any applicable device owned or controlled by you subject to these terms and conditions
  7. Acceptable use of our Service
    1. You agree not to do any of the following in connection with the Service:
      • breach any applicable law, regulation or code of conduct;
      • upload any Content (including links or references to other content), or otherwise behave in a manner, which:
        • is defamatory, threatening, harassing, invasive of privacy, offensive, vulgar, racist, hateful, discriminatory, obscene, pornographic, sexually suggestive, promoting of self-harm, misleading, abusive or deceptive;
        • infringes any intellectual property or other rights of others;
        • involves phishing or scamming or similar; or
        • we otherwise reasonably consider to be inappropriate;
      • upload any Content which includes someone else’s personal information unless that person is 18 years or over and you have obtained that person’s explicit written consent or you are the parent/guardian of such person;
      • impersonate any person or entity in order to mislead others;
      • upload any Content which links to any third party websites which are unlawful or contain inappropriate Content;
      • use the Service with a view to providing a similar service to us;
      • do anything which may have the effect of disrupting the Service including denial of service attacks, worms, viruses, software bombs or mass mailings;
      • do anything which may negatively affect other Users’ use of the Service;
      • gain unauthorised access to any part of the Service or equipment used to provide the Service;
      • intercept or modify communications to or from the Service;
      • circumvent any security or other features of the Service including features that restrict use or copying of Content; or
      • attempt, encourage or assist any of the above.
    2. You agree to:
      • comply with any rules or requirements on our Service;
      • promptly comply with any reasonable request or instruction by us in connection with the Service; and
      • ensure that any contact or other information which you supply to us is accurate and not misleading and you will tell us if there are any important changes.
  8. 8. If you upload Content to our Service (e.g., Rankings or Business profiles) …
    1. You are responsible for your Content.
    2. You promise you have (and will retain) all rights and permissions needed to enable use of your Content as contemplated by the Service and these terms and conditions.
    3. If you post a Ranking, you guarantee that you have no personal or business relationship with the entity, product or service being reviewed, that you are not a competitor of that entity, that have not been offered any incentive to provide the Ranking and that the Ranking is your independent, honest, genuine opinion.
    4. If you use any features on our site which enable you to share your Content with third party sites, we are not responsible for use of your Content on those third party sites.
    5. We reserve the right without notice or refund to reject, suspend, alter, remove or delete Content or to disclose to the police or other relevant authorities or to a complainant any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal offence may have been committed, or where required by law or where requested by the police or other appropriate authorities, or if we consider that Content does not meet our quality standards. If so, you must not attempt to re-publish or re-send the relevant Content.
    6. It is your responsibility to decide which Content to upload (subject to these terms and conditions). We do not accept responsibility if your Content is misused by others as this is outside our reasonable control. Don’t upload any Content if you are concerned that it may be misused.
    7. We may place advertisements near or within your Content. If so, we retain all revenue from such advertisements.
    8. It is your responsibility to make your own frequent backups of Content to protect you in case of loss or damage to such material. We are not responsible for such loss or damage.
    9. We may irretrievably delete your Content without telling you after this agreement ends.
  9. Dealing with other Users…
    1. We do not endorse, recommend or verify Businesses or other Users or their Content. You rely on such information and/or deal with Businesses or other Users at your own risk. We accept no legal responsibility for the accuracy of, or otherwise in relation to, any such Content or in connection with any dealings with Businesses or other Users. Before acting on Business profiles or Rankings, you should make your own appropriate and careful enquiries.
    2. If you are a Business, you acknowledge that we permit Users to post Rankings about you and/or your goods or services and that these will be publicly available for viewing. You acknowledge that such Rankings may be critical or defamatory of you.
    3. You acknowledge that in using the Service you may encounter behaviour or Content which you consider inappropriate. If so, please email us to our email address shown below (including if you wish to give us notice of defamatory material). Please also use any available blocking mechanisms, seek relevant external help If appropriate (e.g. from law enforcement authorities) and/or stop using the Service.
  10. Refer a friend and incentive schemes
    1. The following requirements (as may be varied on our Service) apply to any refer a friend” or Ranking incentive offer or similar schemes on our Service:
    2. As regards refer a friend schemes:
      • To qualify as a referral, the referred person must for the first time register on our Service (Rankers) or subscribe (Businesses) within whatever period we specify by clicking on the referral link that we provide
      • In order to receive the referral benefit you must be a registered User of our Service (Rankers) or a fully-paid subscriber (Businesses) as at the date when the referred person registers / subscribes and you must have complied with these terms and conditions.
      • We reserve the right in our discretion to substitute alternative benefits of broadly equivalent value.
    3. As regards Ranking incentive schemes:
      • The scheme applies only to the relevant number of Rankings posted on our Service during any applicable period.
      • The Rankings must comply with these terms and conditions. There is of course no requirement that any of the Rankings be "good".
    4. We can refuse to supply any benefit or enter you into an applicable draw in relation to any scheme if we think that you haven’t complied with these terms and conditions or with any applicable requirements or that you have behaved inappropriately towards us or other Users or that you have cheated or attempted to cheat or if we have not been able to supply or deliver the benefit despite making reasonable efforts to do so.
    5. We reserve the right to withdraw any scheme at any time without notice.
  11. Other peoples’ services / advertising / websites
    1. We may display other peoples’ services, advertising and /or links to other websites. We do not recommend or endorse, nor are we legally responsible for, any of these. You use them at your own risk.
  12. Our guidance
    1. If we ourselves provide any guidance or other general information on our Service, we do not guarantee that it is accurate or up to date and we do not accept legal responsibility for it. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.
  13. Your account
    1. Unless otherwise specifically stated on our Service, your account is for your personal use only and is non-transferable. You agree not to allow any other person to use your account. You agree to take reasonable care to keep your login information confidential and to notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).
  14. Functioning of our Service
    1. We do not guarantee that the Service will be uninterrupted or error-free. We are entitled, without notice and without liability (a) to suspend the Service for repair, maintenance, improvement or other technical reason and (b) to make changes to the Service.
    2. You acknowledge that technology is not always secure and you accept the risks inherent in use of the Internet or other technology for the purpose of the Service.
  15. Ending or suspending this contract
    1. You may at any time end this contract by deleting your account in accordance with the instructions on our Service. (This doesn’t entitle you to a refund.)
    2. We are entitled to end this contract or suspend part or all of our Service or impose restrictions on our Service if:
      • you become bankrupt or go into liquidation or similar or become insolvent;
      • you break this contract;
      • any fees payable by you are unpaid / unjustifiably charged back;
      • acting reasonably, we think that it is necessary to protect us or others;
      • we are required to do so by applicable law or regulation or to comply with an order, instruction or request from a competent authority; or
      • you or anyone on your behalf acts inappropriately towards our staff.
    3. If we suspend our Service, you remain responsible to pay for our Service during the period of suspension if you were at fault. We are entitled to make resumption of a suspended Service subject to reasonable conditions including payment of a reasonable reconnection fee.
    4. We are entitled at any time to end this contract at any time without giving reasons. If so, we will refund in full any fees already paid which relate to the period after termination
    5. We are entitled at any time to end this contract if we terminate our Service as a whole or if in our reasonable opinion it is necessary to do so for security, technical or operational reasons.
    6. If this contract ends:
      • Your right to use our Service and all licences are terminated including your right to use our badge on your website and to use any Rankings outside our Service.
      • Existing rights and liabilities are unaffected.
      • All clauses in this contract which are stated or intended to continue after termination will continue to apply.
  16. Restrictions on our legal responsibility – very important
    1. Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents, who have the right to enforce this agreement.
    2. If you are a Consumer, we shall not be liable for any loss or damage where:
      • there is no breach of a legal duty owed to you by us
      • such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
      • (and to the extent that) such loss or damage is your fault, for example by not complying with this agreement; or
      • such loss or damage relates to a business of yours.
    3. If you are a Consumer, you will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement or misuse of our Service.
    4. The following clauses apply only if you are not a Consumer:
      • Our liability of any kind (including our own negligence) for any act or omissions or series of connected acts or omissions is limited to the total fees paid or payable by you to us in connection with our Service in the 12 months before the act or omissions complained of.
      • In no event (including our own negligence) will we be liable for any:
        • economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
        • loss of goodwill or reputation;
        • special, indirect or consequential losses; or
        • damage to or loss of data
      • You will indemnify us against all claims and liabilities directly or indirectly related to your use of the Service and/or breach of this agreement.
      • To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
      • This agreement constitutes the entire agreement between us with respect to its subject matter and supercedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.
  17. Intellectual property rights (e.g. copyright)
    1. The intellectual property rights in all material used on or in connection with our Service are owned by us or by our partners or other Users. For your personal use only, you may view such material on your device. You must not otherwise use such material including copying, publishing, selling or adapting it or taking extracts from it unless stated otherwise in these terms and conditions or with our specific prior written consent. You must not misrepresent the ownership or source of such material, for example by changing or removing any legal notices or author attributions.
    2. Just to be clear - you must not collect, scrape, harvest, frame or deep-link to any Content on our Service without our specific prior written consent.
    3. If you upload any Rankings or other Content for display on our Service, you retain ownership of the intellectual property rights. You irrevocably allow us at no cost and forever, to use and adapt all or part of such material however we wish on our Service as well as on other channels including social media, including for the purpose of redistribution or marketing of our Service. You allow us to permit Businesses to display your Rankings (including your image in the video) with your name and general location for their own marketing purposes on their websites and social media. You agree to waive your “moral rights” in relation to such Content to the extent legally allowed. You also allow each User to use your Content in accordance with these terms and conditions.
  18. Privacy
    1. You acknowledge and agree that we may process your personal information in accordance with the terms of our Privacy Policy which is subject to change from time to time.
  19. Events outside our control
    1. We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.
  20. Transfer
    1. We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
  21. English law
    1. This contract is under English law and any disputes will be decided only by the courts of the United Kingdom. If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your rights as a consumer to rely on such mandatory provisions of local law. You may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/consumers/odr/. Our email address is at the end of this document
  22. General but important stuff
    1. We may send all notices under this agreement by email to the most recent email address you have supplied to us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement shall continue to apply. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. A person who is not a party to this agreement shall have no rights to enforce this agreement except insofar as stated otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement make any party as agent, employee or representative of the other.
  23. Complaints
    1. If you have any complaints, please contact us via the contact details shown below.
  24. Company information
    1. Company name: Ranked Ltd.
    2. Trading name: "Ranked"
    3. Country of incorporation: England and Wales.
    4. Registered number: 12829657
    5. Registered office and trading address: First Floor, 44 High Street, Newport Pagnell, Bucks, MK16 8AQ, UK
    6. Contact email address: info@ranked.co.uk
    7. Other contact information: See our website.
    8. VAT number: 362 6085 94

    25. ADDENDUM APPLICABLE ONLY TO BUSINESSES

  25. Your profile
    1. We reserve the right in our discretion without notice to edit the text or layout of your profile to ensure it complies with our terms and conditions and otherwise in accordance with how we think your presence should appear on our Service.
    2. You agree that, in connection with the supply of goods and/or services which are shown in, referred to or linked to in the profile, you will act in accordance with highest standards reasonably to be expected in the relevant industry and in accordance with all applicable laws, regulations and codes of conduct.
    3. You may only use any contact information supplied by Users in strictly in accordance with applicable data protection and other laws.
    4. We do not guarantee that your profile will generate any particular level of revenues or suitable enquiries.
    5. You must not upload to our Service any video or other reviews or ratings that have not been created via a third party service designed to elicit only positive reviews.
  26. Payment
    1. While parts of our Service are available to Businesses free of charge, certain premium features are available only on subscription or one-off payment. Subscriptions can be acquired for the periods and by the payment methods specified on our Service. Payment is in advance.
    2. You are legally committed to pay your subscription or other payment once we confirm your order.
    3. If we have mis-priced any part of our Service, we are not obliged to supply the Service at that price provided we notify you. If we do notify you, then you can decide if you want to continue with the Service at the correct price.
    4. Where stated on our Service when you subscribed, your subscription will continue to be auto-renewed for the same subscription period which you signed up to unless you end your subscription before the renewal date by following the instructions on our Service. Ending your subscription does not entitle you to a refund. You authorise us and our payment provider to charge your payment card for the relevant amounts when payments are due in accordance with this agreement.
    5. We may at any time change our subscription prices. The new rate takes effect if you apply for a new subscription after we post the new prices on our Service. For existing subscribers, we will give you notice by email at least one month before any price change takes effect. If you do not accept the new fee, you should end your subscription by following the instructions on our Service. Otherwise the next renewal of your subscription after the one month’s notice will be at the new price.
    6. You must contact us immediately with full details if you dispute any payment.
    7. You must make all payments without any set-off, counterclaim or any other deduction. Time shall be of the essence for all payments under this agreement.
    8. If any amount due to us is unpaid (including unjustifiable chargeback), without prejudice to any other remedy that may be available to us, we may charge you: (1) a reasonable additional administration fee; (2) the amount of any third party charges imposed on us; and/or (3) interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
  27. Discount codes
    1. We may offer discount codes from time to time. Such codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered and are not transferrable or redeemable for cash. Unless otherwise stated: codes (1) are only available for future new orders placed online; (2) cannot be used retrospectively; (3) can only be redeemed once per customer; and (4) expire after 12 months. You cannot use more than one discount code per transaction unless we state otherwise; if we do so, the order in which the codes are to be applied is in our sole discretion.
    2. We reserve the right to reject any discount code if we consider that it is being used in breach of these terms. Discount codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.
  28. Street rankers
    1. If you use our street ranker service, we will take reasonable steps to send one or more street rankers to collect Rankings in your premises at the date/time and for the period specified. We reserve the right to cancel the visit in exceptional circumstances, e.g., staff illness. If so, we will contact you to rearrange the visit.
    2. You agree to provide reasonable cooperation to our street rankers as well as a safe and suitable place for them to operate. If our staff have any concerns about their safety or security, they are entitled to suspend or end the service.
    3. We do not guarantee that the visit will generate any particular number of positive Rankings.
  29. Display of Rankings outside our Service
    1. If your subscription allows you to display Rankings on your website or social media, you must only use those Rankings that we specify. We do not guarantee that your use of such Rankings will not infringe any rights of the Ranker or others. You use such Rankings at your own risk.
    2. You agree to use such Rankings in compliance with all applicable laws and regulations.
    3. You agree not to modify Rankings.
    4. You agree not to download Rankings and that you will only display Rankings by embedding them from our Service within your website or social media.
    5. You agree not to use Rankings other than display of the Ranking on your website or social media without the prior written consent of the relevant Ranker.
    6. You agree to stop using any Ranking immediately on request by us or the relevant Ranker for any reason.
  30. Data processing
    1. This clause applies to your customer names and contact information and any other personal information that we handle as "processor" on your behalf. We process the data during the contract to enable us to provide our services to you, in particular to send Ranking invitations.
    2. We agree to the following in relation to such data:
      • to process it only in accordance with your documented instructions as reflected in the description of Ranking invitation service (unless the law requires otherwise in which case we will tell you);
      • not to transfer it outside the European Economic Area without your prior written consent;
      • to ensure that anyone we allow to deal with the data is under a confidentiality obligation;
      • to take, and regularly review, appropriate security measures in accordance with data protection law and get your approval before making any important changes;
      • not to subcontract any processing without your authorisation and you are deemed to authorise any sub-processors listed on our site;
      • to give you at least 14 days’ notice of any new sub-processor and you will be deemed to agree if you don’t object within that time; if you do object we can end this contract or just the part relating to use of the new sub-processor;
      • to impose on the sub-processor the same obligations as those we have under this agreement but we remain fully liable to you for the sub-processor’s obligations;
      • to take reasonable steps to help you comply with your own data protection obligations including regarding data subject requests, security, notifying data breaches and data protection impact assessments;
      • unless we are legally required to retain the data, to either delete or return it to you (at your choice) when the contract ends and we will assume you opt for deletion unless you tell us otherwise by email within 14 days of termination;
      • to provide you with all information necessary to show that we have complied with our data obligations and to allow and cooperate with audits and inspections by you and your auditor; and
      • to tell you immediately if we think that an instruction you give us doesn’t comply with data protection laws