These Terms of Use set out the basis on which we (Instinctif Partners Limited company number 01036926) will provide access to our Optic Service to you (being the client who is contracting with us for the use of such service). These Terms of Use apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Terms of Use do not apply to any other services which we provide to you which will be subject to a separate contract between you and us.


1.1    The Optic Service comprises the following:

1.1.1   Access to our Optic Service portal to enable your Authorised User to complete the online questionnaire;

1.1.2   The provision of an automated Optic score and report following completion of the questionnaire; and

1.1.3   The provision of a tailored Optic report which is created for you by a member of our Optic team following their review of your completed questionnaire.  

The reports referred to in clauses 1.1.2 and 1.1.3 are collectively referred to as the Reports in these Terms of Use.

1.2    You must nominate one employee to be your authorised user to complete the Optic Service questionnaire (Authorised User). Your Authorised User will be able to access the Optic Service portal using their user-name and password on multiple occasions to update the draft questionnaire prior to it being submitted but may only submit the questionnaire once. Once the questionnaire has been submitted, the Authorised User will no longer be permitted to amend the answers supplied. 

1.3    You shall be permitted to use and retain copies of the Reports as necessary for your own internal business purposes.

1.4    We reserve the right to amend, suspend or withdraw the Optic Service at any time without notice to you

1.5    In consideration of us providing you with access to the Portal you agree to comply with these Terms of Use.

2       FEES

        From time to time, we may charge you a fee for the Optic Service (Fees). If we do, we shall make this known to you and provision of the Optic Service by us shall be dependent on you agreeing to such Fees.


3.1    Any information, documents, data or materials which you or your Authorised User provides to us or upload or transfer using the Optic Service (Questionnaire Responses) must:

3.1.1   be complete, accurate and in no way misleading;

3.1.2   not be illegal, offensive, or infringe any third party rights; and

3.1.3   not contain or enable any viruses or other malicious code.

3.2    You must (and must ensure that your Authorised User will):

3.2.1   only use the Optic Service and the Reports for your own internal business purposes and not for the benefit of any third party (including any group companies);

3.2.2   comply with any instructions given by us from time to time in relation to the use of the Optic Service and the Reports;

3.2.3   not misuse the Optic Service or Reports or attempt to decompile or gain access to the Optic Service or any server, computer or database connected to our Optic Service except as permitted by law and these Terms of Use;

3.2.4   keep any user-name, password, or other login information confidential and secure, and inform us immediately if you suspect any unauthorised use of your login information;

3.2.5   ensure that no-one other than your Authorised User accesses the Optic Service; and

3.2.6   not permit any competitor of ours to use or access the Optic Service or Reports, and not use the Optic Service or Reports for benchmarking or comparative analysis.

3.3    You warrant that all Questionnaire Responses and any use of the Optic Service by you and your Authorised User complies with clauses 3.1 and 3.2 and you will be liable to us and indemnify us for any breach of this warranty.


4.1    You acknowledge and agree that we (or our licensors) will own all intellectual property rights in the Optic Services and the Reports. Except as expressly stated herein, these Terms of Use do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Optic Services or the Reports.

4.2    You acknowledge and agree that we shall be entitled to retain and use both during and after termination of these Terms of Use any Questionnaire Responses and Reports on an anonymised, de-identified basis which does not identify you or your business for such proposes as we may in our sole discretion decide including without limitation for producing reports, trends analysis, forecasting, monitoring, analysis and operational purposes. 


5.1    The Optic Service is intended to provide general guidance on crisis management and product recall planning as part of a wider crisis management programme. It is not intended to be a comprehensive crisis management solution and is not a substitute for obtaining bespoke, specialist crisis management advice. You are solely responsible for ensuring that you have suitable crisis management plans in place for your business.

5.2    The results of the Optic Service are entirely dependent on the accuracy and completeness of the Questionnaire Responses. We shall have no liability for any damage caused by errors or omissions in any Questionnaire Responses or other information provided by you or your Authorised User.

5.3    You assume sole responsibility for results obtained from your use of the Optic Service and the Reports and for any conclusions drawn and steps taken (or not taken) by you as a result of such use.

5.4    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 these Terms of Use and the Optic Service and Reports are provided to you on an "as is" basis.


6.1    Nothing in these Terms of Use shall limit or exclude our liability for: death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; fraud or fraudulent misrepresentation; or for any other liability which cannot be limited or excluded by applicable law.

6.2    Subject to clause 6.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use for: loss of profits; loss of business; loss of or damage to goodwill; loss or corruption of data; or for any indirect or consequential loss. Subject to clause 6.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use shall be limited to £1,000 or the total Fees payable by you (if applicable) for the Optic Service (whichever is the greater).


7.1    We may terminate this agreement, without limiting our other rights or remedies, with immediate effect by giving you written notice if:

7.1.1   you commit a breach of these Terms of Use; or

7.1.2   you become unable to pay your debts or take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

7.2    On expiry or termination of these Terms of Use:

7.2.1   your right to access the use the Optic Service will immediately terminate;

7.2.2   where these Terms of Use are terminated by us in accordance with clause 7.1, your right to use the Reports will immediately terminate; and

7.2.3   the accrued rights, remedies, obligations and liabilities of the parties as at termination shall be unaffected, including the right to claim damages in respect of any breach of these Terms of Use which existed at or before the date of termination and clauses, which expressly or by implication survive termination, including clauses 4, 5, 6, 7 and 8 shall continue in full force and effect.

8       GENERAL

8.1    Data Protection. Any data which you or your Authorised User provides to us in relation to the Optic Services (including any Questionnaire Responses) will be used by us in accordance with our Privacy Policy and you confirm that your Authorised User consents to such use.   

8.2    Force majeure. We shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of our obligations under this agreement (including without limitation failure of telecommunications infrastructure or other utilities or our suppliers or service providers) if such delay or failure result from events, circumstances or causes beyond our reasonable control.

8.3    Assignment. You may not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under this agreement.

8.4    Entire agreement. This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.5    Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

8.6    Third parties. No one other than us and you shall have any right to enforce any of the terms of this agreement.

8.7    Governing law and Jurisdiction. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.