Terms of Use

1. AGREEMENT TO TERMS

These terms and conditions are entered into by and between you and Metis BI, Ltd (“we,” or “us”), a company registered in the United Kingdom. We operate the website www.metisbi.co.uk (the “Website), through which we showcase and provide information about our services (collectively, the “Services”). Our consulting services are delivered directly to clients on a time and material basis.

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and concerning your access to and use of the Website and the Services. You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

By using the Website, you represent and affirm that you are of legal age to form a binding contract with Metis BI, meet all indicated eligibility requirements, and accept and agree to be bound and abide by these terms.

Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in Metis BI’s sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed as each time you access the Services, you will be subject to, and will be deemed to have been made aware of and to have accepted, the then applicable Terms of Use.

The Services are intended for business users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

2. COPYRIGHT NOTICE

Metis BI site and all materials, text, code, content, software, videos, music, sound, graphics, photographs, illustrations, artwork, photographs, names, logos, marks, formats, files, graphics, devices and links contained in it or linked to it (together "Content") are protected by copyright, trade marks and other rights of intellectual property owned by Metis BI or licensed to us. Anyone accessing this site is entitled to view any part of it. However, the Content must not be used nor reproduced (in whole or part) for any other purpose including on or in connection to another website or publication or for direct commercial gain. Furthermore, any links to this site must be notified to and approved by us before they are created or steps are taken to create the same.

3. WARRANTY

The express terms and conditions of the Contract shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law. In particular Metis BI does not warrant that Services are fit for a particular purpose unless specifically stated to the contrary in the Contract.

4. LIABILITY

This clause sets out the entire liability of Metis BI (including any liability for the acts or omissions of its sub-contractors) in respect of any breach of a Contract and any representation, statement or tortious act or omission including negligence arising under or in connection with a Contract.

4.1 Nothing in this Agreement shall exclude or limit Metis BI’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation or for any liability that cannot legally be excluded or limited.

4.2 Metis BI shall not be liable for any economic loss of whatever nature (whether or not such loss or damage was foreseen, direct, foreseeable, known or otherwise), including loss of anticipated profits, loss of actual profits (direct or indirect), loss of anticipated savings, loss of business, loss of data or for any indirect, special or consequential loss or damage howsoever caused or any losses arising as a result of any third party bringing a claim in respect of any nature whatsoever.

4.3 Metis BI will not be liable for any delay or failure caused by:

a. errors in programs, coding information, data or operating instructions supplied by the Customer;

b. the late arrival or non-arrival of material from the Customer; or

c. defects in any Customer hardware or Customer software (including any software licenced to the Customer by third parties).

4.4  The Customer acknowledges the extent of Metis BI’s exclusion or limitation of its liability under the Contract and shall insure against or bear itself any loss for which Metis BI has excluded or limited its liability and agrees that Metis BI shall have no further liability to the Customer.

5. PRIVACY STATEMENT

This statement sets out our policy in relation to the holding and using of information, which we may obtain from you in the course of your use of Metis BI site. Where you have provided us with information about yourself or your team, we will use this information to process your order of services from us as provided in our terms and conditions. In addition, unless you have opted not to on the relevant page on this website, we will use your personal information to let you know about similar products and services that we offer. Otherwise, we will not pass information we hold about you or your team to any individual, groups or organisation.

6. ORDERING

The Customer may order Metis BI Services by:

a. submitting an Electronic Order in the manner directed by Metis BI; or

b. submitting a Purchase Order to Metis BI

6.1. Metis BI may accept the Order by issuing an Statement of Work to the Customer.

Commencement of the performance of the Services will constitute a Contract to create a binding commitment for the purchase of Metis BI Services.

6.2. The Services will commence on dates set out in the Contract or as may otherwise be agreed in writing between the parties. The Consultancy Services and/or the Assessment Services will commence on the date that Metis BI first start performing the Consultancy Services and/or the Assessment Services (or such other date as may be agreed by the parties) and shall conclude on the date of acceptance of the Deliverable, as the case may be (or such other date as may be agreed by the parties).

7. CHARGES AND PAYMENT

7.1 Metis BI services will be invoiced on a Time and Materials basis, invoiced monthly in arrears in respect of services provided, with payment terms of 30 days from the date of invoice. All charges exclude VAT.

7.2 Metis BI reserves the right to increase its charges once in any twelve month period upon giving the Customer at least 30 days’ prior written notice of such increase.

7.3 Notwithstanding any other rights under this Contract, Metis BI may suspend or terminate the performance of its obligations in case the Customer is in default of payment, provided that Metis BI has first served the Customer with at least 5 days’ prior written notice of its intention to suspend or terminate the Services.

8. CUSTOMER OBLIGATIONS

8.1 The Customer shall fulfil all applicable Customer obligations under a Contract, and acknowledges that performance of a Contract by Metis BI is conditional upon the Customer's fulfilment of its obligations and that Metis BI shall be entitled to charge the Customer for any additional services which are outside the scope of the Statement of Work.

8.2 The Customer will co-operate with Metis BI and will provide safe and timely access to its database, formulas and business rules and any relevant supporting documentation, data sources and existing reporting that Metis BI personnel may require to perform Metis BI’s obligations.

8.3 Metis BI will comply with all applicable laws regarding collection and use of data under a Contract.

8.4 The Customer consents that it has obtained any required consents to enable Metis BI to use and process data (to the extent such use and processing is necessary for the purposes of the performance of Metis BI services).

9. PROJECT GOVERNANCE & REPORTING

All project activities will be tracked and documented by Metis BI. A weekly timesheet in spreadsheet format will be completed, which will include a summary of hours worked, tasks completed, and progress made. This will ensure full transparency of time and project spend.

Depending on duration of project, Metis BI shall produce a weekly project report, which will provide a summary of project time and costs. This report will include any identified risks, potential blockers, and proposed mitigations to ensure the project stays on track. A weekly meeting will be held with the client’s designated project manager or lead to discuss progress, address any issues, and adjust plans as necessary.

Any significant deviations from the plan or risks to project delivery will be communicated immediately to ensure swift resolution.

10. CHANGE CONTROL

If the Customer wishes to change the scope of the Services, it shall submit details of the requested change to Metis BI in writing. Metis BI shall, within a reasonable time, provide a written estimate to the Customer of:

a. the likely time required to implement the change;

b. any variations to the Charges arising from the change;

c. the likely effect of the change on any agreed timescales for performance of the Services; and

d. any other impact of the change on the terms of the Contract.

If the Customer wishes Metis BI to proceed with the change, Metis BI has no obligation to do so unless and until the Customer have signed the Change of Statement of Work in writing, stipulating the necessary variations to its Charges, any agreed timescales and any other relevant terms of the Contract to take account of the change.

11.  TERMS AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Services. Metis BI may terminate a Contract immediately by written notice:

a. if the Customer commits a non-remediable material breach of that Contract;

b. if the Customer fails to cure any remediable material breach within sixty (60) days of being notified in writing of such breach; or

c. if the Customer is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the other party calls a meeting for the purpose of passing a resolution to wind up its company (other than for the purposes of a solvent reconstruction or amalgamation), or such a resolution is passed or the other party presents or has presented a petition to wind up or present or have presented a petition to appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the other party’s business, undertaking, property or assets.

Following termination of a Contract (for whatever reason):

a. Metis BI will deliver to the Customer any property (including any Confidential Information) in its possession or control relating to that Contract; and

b. Metis BI may at its option deliver to the Customer any Deliverables (whether finished or unfinished) and the Customer shall pay the Consultancy Services Charge for such Deliverable.

12. VALIDITY OF PROVISIONS AND REMEDIES

Each provision of these conditions is severable. If any provision is or becomes invalid or contravenes applicable regulations then the remaining provisions will not be affected.

Our rights and remedies under these conditions are cumulative and are not exclusive of any rights or remedies provided by law or contract.

13. GOVERNING LAW

These Terms of Use and your use of Metis BI Services are governed by and construed in accordance with the laws of the United Kingdom applicable to agreements made and to be entirely performed within the United Kingdom, without regard to its conflict of law principles.

14. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Website or using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

15. COMMENTS AND CONCERNS

If you have any comments or questions about these Terms of Use and Conditions, please notify our Company at hello@metisbi.co.uk

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