THE COUNSEL - TERMS OF SERVICE

Effective Date: 20 January 2025

Welcome to The Counsel Terms of Service (“Terms”). These Terms are important because they:

• Describe the terms that you and other users must follow when using our services;
• Explain your obligations to The Counsel when using our services;
• Contain a class action waiver for any dispute that may arise; and
• Explain what to do if there is a problem.

PLEASE REVIEW CAREFULLY BECAUSE THESE TERMS FORM A LEGAL AGREEMENT BETWEEN THE COUNSEL AND YOU. YOUR USE OF AND ACCESS TO THE SERVICES ARE CONDITIONED ON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS. THESE TERMS INCLUDE A CLASS ACTION WAIVER.

Please also review The Counsel Privacy Policy and Cookie Policy to learn how The Counsel handles personal data. If you reside outside of the UK or the European Economic Area, your acceptance of these Terms constitutes your consent to the processing activities described in our Privacy Policy under the laws of your jurisdiction.

What’s in this document?

• Introduction
• What is The Counsel?
• When do these Terms apply?
• Will The Counsel change the Services?
• Will The Counsel change the Terms?
• Is an account required?
• Who owns the Service?
• What are permitted uses of the Service?
• When do these Terms take effect? When do they terminate?
• How is The Counsel’s liability limited under these Terms?
• How are disputes about these Terms resolved?
• How will The Counsel communicate with Members?
• Miscellaneous
• How do I contact The Counsel

Introduction

These Terms set forth the terms and conditions that apply to access and use of the website to which these Terms are linked (“Services”). The Services are made available by Myunidays Limited (MYUNIDAYS LTD), and its affiliates (collectively, "UNiDAYS", “we”, or “us”). These Terms apply whether you are a Member (as defined under ‘What is the Counsel?’ (below) or just browsing. Myunidays Limited (MYUNIDAYS LTD) is incorporated and registered in England and Wales with company number 07552253, VAT number 130053865, and registered office at Spaces 3rd Floor, 25 City Road, Epworth House, Shoreditch, London, United Kingdom EC1Y 1AA.

You must be 16 years or older to use any part of the Services. If you are less than 18 years of age and would like to use any part of our Services, please ask your parent or legal guardian to review and agree to these Terms before you use any part of the Services. If you are below the age of consent under applicable law in the country in which you reside, then your parent or legal guardian must read and accept the terms and conditions of these Terms in your name and on your behalf.

BY CLICKING THE ‘JOIN NOW’ BUTTON OR CREATING AN ACCOUNT, YOU REPRESENT TO THE COUNSEL THAT YOU ARE ELIGIBLE TO USE THE SERVICES AND AGREE TO BE BOUND BY THESE TERMS. If you are not eligible or do not agree to these Terms, you are not authorised to use the Services.

What is The Counsel?

The Counsel is an online community for UNiDAYS members to take part in relevant research activities (including online panels, surveys, product reviews, polls and discussions), designed to help market research. The Counsel is where members can get rewarded for sharing their thoughts, interests and preferences to help UNiDAYS shape an excellent experience for members.

As part of the Services, we also conduct research activities on behalf of brands that advertise their products and services to UNiDAYS members on the UNiDAYS website and app (“Partner”). For example, we may conduct a Partner research project, which involves sending an initial screener survey to all members of The Counsel with questions that are designed based on the Partner’s specific research parameters (e.g. interests in specific retail sectors, gender).

Once the screener survey closes, we narrow the responses based on the Partner’s specific parameters then invite those members to review the Partner product or service by completing a follow up survey on The Counsel website. Following completion of the project, we share aggregated information with the Partner on the feedback received as part of the project.

We also conduct research activities on behalf of third party brands who wish to conduct their own research projects directly with members of The Counsel. This involves sending an initial screener survey to all members of The Counsel with questions that are designed based on the third party's specific research parameters (e.g. interests and gender) and inviting those who are interested in participating in the third party's specific research project to complete the screener survey. Once the screener survey closes, we narrow the responses based on the third party's specific parameters and then share those interested members' contact details and screener survey responses with the third party in order for the third party to make contact with those members directly to conduct the research project. 

To learn more about how we process the personal data that we collect from you, please see The Counsel Privacy Policy

The Counsel is a UNiDAYS service and is hosted by QuMind (a trading name of MindMover Ltd), an independent market research agency based in London, U.K. Please click here to find out more information about QuMind.

In order to become a member of The Counsel, each individual is required to complete and submit the registration survey by clicking on “Sign up” on the www.myunidayscounsel.com website homepage. The participation in any questionnaire is voluntary and in accordance with these terms and conditions.

You will receive regular questionnaires and forum invitations as a member of The Counsel community, however you will never be contacted more than 5 times a month.

Your participation in any questionnaire is voluntary and as such you may end your participation at any time.

You can unsubscribe from The Counsel at any time by visiting the website at www.myunidayscounsel.com and following the instructions.

When do these terms apply?

These Terms apply to the Services, which include, without limitation www.myunidayscounsel.com (“Website”).

Will The Counsel change the Services?

The Counsel continually works to improve the Services. As a result, The Counsel may from time to time introduce updates, error corrections, and other changes to the Services (“Updates”). The Counsel reserves the right to make or not make Updates. If The Counsel makes Updates, you agree and authorise The Counsel to implement Updates with or without notice to you.

Nothing in this Section limits The Counsel’s right to restrict access to certain parts of the Services or discontinue the Services or any content that we provide through the Services at any time, without notice or liability to you. We do our best to make sure that the Services are fully operational at all times but The Counsel is not liable to you if for any reason the Services are unavailable from time to time.

Will The Counsel change the Terms?

The Effective Date of these Terms is set forth at the top of this webpage. We may change, add, or remove portions of these Terms at any time to reflect Updates or changes to applicable law. If The Counsel makes material modifications to these Terms that reduce your legal rights, we will post notifications in the Services.

The amended Terms supersede all previous versions of our agreements, notices, or statements of or about these Terms. It is your responsibility to review these Terms prior to each use of the Services.

We will not make changes that materially and retroactively reduce your legal rights without notice unless we are legally required to do so or to protect the rights of other users of the Services.

Is an account required?

To become a member of The Counsel you must complete and submit the registration survey by clicking on "Sign up" on the www.myunidayscounsel.com website homepage.

By registering to join The Counsel you confirm that you have read and accept the following Terms and Conditions.

You must be 16 years of age or older to use any part of the Services. If you are less than 18 years of age and would like to use any part of the Services, please ask your parent or legal guardian to review and agree to these Terms before you use any part of the Services.

If you are below the age of consent under applicable law in the country in which you reside, then your parent or legal guardian must read and accept the terms and conditions of the Terms in your name and on your behalf.

THE COUNSEL DOES NOT KNOWINGLY PERMIT CHILDREN UNDER AGE 16 TO USE THE SERVICES WITHOUT PARENTAL APPROVAL. If you learn or suspect that anyone under age 16 has created (or attempted to create) an account, please notify unidays@qumind.raiseaticket.com.

You may not create an account if you were previously suspended or terminated from using the Services.

We also may ask you to provide information, such as your name, address, date of birth and other details about yourself that you choose to share as part of the account creation process. To learn more about how we process personal data we collect from you, please see The Counsel Privacy Policy.

You promise that any information that you submit to The Counsel is true, accurate, and complete and you agree to keep it that way at all times.

When creating an account, you will create login credentials by selecting a password and providing an email address. Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. You are responsible for maintaining the confidentiality of your password, and for all activities that occur using your account. Failure to comply with the foregoing shall constitute a breach of these Terms, which may result in immediate suspension or termination of your account.

You agree to notify us immediately at unidays@qumind.raiseaticket.com if you detect or suspect unauthorised use(s) of your password, account, or other breaches of security. Please use particular caution when accessing your account from a public or shared computer or sharing your device so that others are not able to view or record your password or other personal data.

Who owns the Service?

The Counsel owns the Services and owns or has a licence for the content in the Services. The content of the Services are intended for your personal, non-commercial use. As between The Counsel and you, The Counsel and its third-party licensors are and will remain the sole and exclusive owners of all right, title, and interest in and to the Services, including all content available through the Services and the design, selection and arrangement thereof, and all intellectual property rights therein (“Services Content”).

The Services Content includes the The Counsel name and all related names, logos, product and service names, designs, and slogans (“The Counsel Trademarks”). We also own copyright in the selection, coordination, compilation, and enhancement of the Services Content. You shall abide by all additional copyright notices, information, or restrictions contained in any content accessed through the Services. You may not use the The Counsel Trademarks without The Counsels’ prior written permission. All names, logos, product and service names, designs, and slogans of Partners and other third parties that appear on or in the Services are the trademarks of their respective owners.

You have no right, licence, or authorization with respect to Services Content except as expressly set forth in these Terms. The Services are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. For clarity, you agree not to (and not to permit any third party to):

• remove any copyright, trademark, or other proprietary rights notice contained in the Services;
• create and/or publish your own database that features parts of the Services, such as Offers and Partners, without The Counsels’ express prior written consent;
• reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Services Content except as expressly authorised in these Terms;
• use any robot, spider, search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Services; and
• otherwise violate or infringe the proprietary rights of The Counsel or its third-party licensors in and to the Services Content at any time.

What are permitted uses of the Services?

Subject to your compliance with these Terms, The Counsel grants you, solely for your non-commercial use, a personal, limited, non-exclusive, non-transferable, revocable, and limited right to access and use the Services.

You must use the Services for lawful, personal, and non-commercial purposes only and not for any fraudulent purposes or in connection with any unlawful activity. You may not access or use, or attempt to access or use, the Services to take any action that could harm us or a third party. Without limiting the foregoing, you must not, and you agree not to, attempt to yourself or encourage or allow any third party to:

• gain (or attempt to gain) unauthorised access to the Services or The Counsels’ computer systems or networks through hacking, password mining or other means, or to violate the security of any computer or security network;
• use the Services in any manner that you know or should know could damage, disable, overburden, or impair The Counsels’ servers or networks;
• discriminate, harass, threaten, deceive, embarrass, harm or cause annoyance, inconvenience or anxiety to others, or otherwise interfere (or attempt to interfere) with any other party's use and enjoyment of the Services;
• use the Services on behalf of anyone other than yourself;
• copy, modify, adapt, translate, reverse engineer, decode, or otherwise attempt to derive or gain access to any portion of the Services;
• remove any copyright, trademark, or other proprietary rights notice contained in the Services or otherwise infringe or violate the intellectual property rights of any third party;
• use any robot, spider, search/retrieval application or other automated device, process or means to access, retrieve, scrape, or index any portion of the Services;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or any feature or functionality of the Services to any third party for any reason;
• reformat or frame any portion of the web pages that are part of the Services, including to resell or distribute products; or
• use the Services to send any unauthorised or unsolicited commercial or promotional content.

Engaging in a prohibited use of the Services may result in suspension or termination of your account (at our sole discretion), as well as civil, criminal, and/or administrative penalties, fines, or sanctions against the user and those assisting the user.

When do these Terms take effect? When do they terminate?

These Terms are effective when you use any of the Services in which these Terms are linked. These Terms are in effect until terminated by you or The Counsel.

You may terminate your account at any time by contacting us at unidays@qumind.raiseaticket.com and/or deleting your account.

The Counsel reserves the right to terminate or suspend an account and access to the Services with or without notice if The Counsel has a reasonable basis to believe that a Member or other user of the Services is accessing or using the Services in violation of these Terms, or in violation of any law applicable to your use of the Services.

The Counsel may change, suspend or discontinue any aspect of the Services at any time, including the availability of any Services. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

When these Terms terminate, the rights granted by The Counsel terminate, and you must cease all use of the Services.

Termination does not and will not limit any of The Counsels’ or your rights and remedies at law or in equity.

How is The Counsels’ liability limited under these terms?

The Counsels’ Liability

The Counsel is liable for reasonable direct and foreseeable damages caused by The Counsel’s’ material breach of these Terms, subject to the provisions of these Terms.

Limitations of The Counsels’ Liability

To the fullest extent permitted by applicable law, The Counsel is not and will not be responsible or liable for:

• damages that are not foreseeable, including without limitation consequential damages;
• exemplary or punitive damages;
• any loss of profit, loss of business, loss of contract, business interruption, anticipated savings, goodwill, or loss of business opportunity in connection with your use of the Services;
• viruses or other malicious software obtained by accessing the Services or errors, glitches, delays, or disruptions in the Services; or
• losses related to actions of any third party.

Nothing in these Terms is intended to exclude or limit liability in any way that is unlawful, including liability for death or personal injury caused by our negligence or for fraudulent misrepresentation or other intentional conduct. These Terms are between you and us and no other party has any rights under these Terms, including the right to enforce any part of these Terms.

As a consumer, you benefit from any mandatory provision of the law of the jurisdiction in which you reside. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law.

How are disputes about these Terms resolved?

The Counsel would appreciate the opportunity to solve any issue about the Services with you directly. If you would like to bring a matter to our attention, please contact us at unidays@qumind.raiseaticket.com. To the extent permitted by applicable law, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.

For all individuals outside of the United States and Canada: You and Myunidays Limited agree that these Terms are governed by and construed in accordance with the laws of England and Wales and the application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

If you are an EU resident, you may bring a claim to enforce your consumer protection rights in connection with these Terms in England and Wales or in the EU country in which you live. Also, the European Commission provides an online dispute resolution platform, which you can access here. More information about your rights as a consumer is available here.

For all individuals within the United States and Canada: You and Unidays Inc. agree that these Terms are governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America.

You and Unidays Inc. consent to the exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York, to the extent permitted by applicable law.

WAIVER OF CLASS ACTIONS. WHERE PERMITTED BY APPLICABLE LAW AND IN THE UNITED STATES, UNiDAYS AND YOU EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

How will The Counsel communicate with Members?

When you use the Services or send emails to us, you are communicating with us electronically. Depending on your account settings and your choices, we will communicate with you electronically in a variety of ways, such as by email or by posting a message on the Website or otherwise through the Services, such as in your account. Some of these communications are automatic and some are sent by default as part of the Services. We may add or remove certain types of communications from time to time. You can adjust whether you receive certain electronic communications in your account settings. Although you can disable certain communications, we may still send you notices as needed to allow us to provide you with the Services.

You agree that all agreements, notices, disclosures, and other communications that we electronically provide to you satisfy any legal requirement that such communications be in writing unless mandatory applicable laws specifically require a different form of communication. Certain electronic communications may be subject to fees or charges from your carrier or service provider.

Electronic communications are sent to the email address you have provided in your account. If your email address changes, you are responsible for informing The Counsel. Changes to your email address will apply to all of your communications from us.
Certain communications could include information about your account, such as a password reset request. Anyone with access to your email account or mobile device could view the content of these communications.

Miscellaneous

• These Terms (including The Counsel Privacy Policy) contain the sole and entire understanding by and between The Counsel and you with respect to the Services and matters contained herein and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
• These Terms are binding on The Counsels’ and your successors and assigns, respectively.
• The Counsel may assign these Terms to a successor in interest (in whole or in part) but you may not assign the Terms without the prior express written consent of The Counsel.
• Our failure to enforce any provision of these Terms or to respond to a breach by you or other parties shall not in any way constitute a waiver of our right to enforce subsequently any terms or conditions of these Terms or to act with respect to similar breaches.
• If a provision of these Terms is held invalid or unenforceable for any reason, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the intention of the parties, and the remaining provisions will not be affected and remain in full force and effect.
• Nothing contained in these Terms creates a relationship of partnership, joint venture, or agency between The Counsel and you.
• If The Counsel is or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such cause.
• The provisions of these Terms intended by their nature to survive termination or expiration shall so survive the termination of your account or access to all or part of the Services.
• Headings and captions are for convenience only. Except as otherwise provided or made clear by the context, use of the words or phrases including, include, in particular, for example, such as, or any similar expression, are to be construed as illustrative and will not limit the sense of the words, descriptions, definitions, phrases, or terms preceding or following those words.
• In the event of any discrepancy between a non-English version of these Terms of Service and the English version of these Terms of Service, the English version shall prevail in all respects.

How do I contact The Counsel?

To contact The Counsel about these Terms, please contact us: For questions about The Counsel Privacy Policy or The Counsels’ personal data processing, please review the Privacy Policy and/or contact us:

• By Email: unidays@qumind.raiseaticket.com
• By Post:
  • Myunidays Limited, General Counsel, Spaces 3rd Floor, 25 City Road, Epworth House, Shoreditch, London, United Kingdom EC1Y 1AA2
  • Unidays Inc., Penn Plaza 9th Floor 132 W 31st St. New York City NY 10001
  
  For questions about The Counsel Privacy Policy or The Counsels’ personal data processing, please review the Privacy Policy and/or contact us:
  • By Email: dpo@myunidays.com
  • By Post:
  • Myunidays Limited, DPO, Spaces 3rd Floor, 25 City Road, Epworth House, Shoreditch, London, United Kingdom EC1Y 1AA
  • Unidays Inc., Penn Plaza 9th Floor 132 W 31st St. New York City NY 10001