Researcher Terms

Plain-language summary

• You must be authorised to bind your institution, and everything you tell us at registration must be true.
• Studies must be lawful, safe, accurately described, ethically approved where required, and fully funded before they recruit.
• You pay the participant Rewards plus our fees up front. We hold the Reward money on trust for you and pay participants on your behalf as your commercial agent.
• Our Platform Fee is 33% of the Rewards and of any bonuses you pay, or 23% for verified academic and non-profit organisations. It is charged when you publish a Study and when you pay a bonus, and the fee for places nobody takes comes back to your balance.
• If you claim the academic and non-profit rate without being entitled to it, we can move you to the standard rate and charge you the difference for past Studies.
• Unspent money in your balance can be refunded to the account you paid from while it is unallocated. Fees for places Participants have taken are not refundable.
• Each balance stays in the currency you paid in. We do not convert between currencies or move funds between organisations.
• Review submissions promptly. Anything you have not decided within 21 days is approved automatically and paid.
• You are the data controller for your study data. You must give participants a compliant privacy notice and you must never ask for direct identifiers without our written agreement.
• Do not re-identify participants, scrape the platform, or recruit off-platform for studies you found here.
• Our liability is capped and you indemnify us for claims caused by your breach.

1. Parties, definitions and authority

These Researcher Terms are a binding agreement between Voxa Research Ltd, a company registered in England and Wales with company number 17430382 and registered office at 141 Belgrave Road, Leicester, United Kingdom, LE4 6AS ("Voxa", "we", "us" or "our") and you. "You" or the "Researcher" means both the individual using Voxa and the institution, organisation or business on whose behalf that individual acts. Both are bound.

"Studies" are the research studies you list on Voxa. "Participants" are the individuals who take part. Their contributions are "Submissions" and the amounts you offer for them are "Rewards". "Study Costs" are the total Rewards for a Study plus our Platform Fee and any Service Fees. "Researcher Account" is the account and balance record we maintain for you.

By registering you confirm that you are over 18; that you are authorised to enter this agreement and to conduct the activities you carry out through your account, including on behalf of your institution or organisation; that you are using Voxa for professional, academic or business purposes and not as a consumer; that the information you give us is true and that you will keep it current; and that you authorise the electronic transfer of funds to and from us and our payment providers under these terms.

You are responsible for everything done through your Researcher Account and by every member of your workspace. No agency, partnership, employment, fiduciary or joint-venture relationship is created between us except the limited commercial agency described in section 3.

2. The agreements involved

• Between you and Voxa: these Researcher Terms, plus any Supplementary Terms that apply to the tools you use.
• Between each Participant and Voxa: our Participant Terms.
• Between you and each Participant: the Study Terms, meaning your Study listing plus any consent form or additional condition you require for that Study. Voxa is not a party to the Study Terms.
• Anyone browsing our website does so under our Website Terms of Use.
• Personal data we hold about you is handled under our Researcher Privacy Notice.

3. Our role as your limited commercial agent

When you list a Study and a Participant agrees to take part, an agreement is formed between you and that Participant on the Study Terms. You authorise us to negotiate and conclude that agreement with the Participant, for the purchase of the Participant's services only, on your behalf as your commercial agent, and not as the agent of the Participant. We do not otherwise act as your agent.

When you pay Study Costs, we act as merchant of record for that transaction, so our name appears on your PayPal, card or bank statement.

That model has consequences you should understand. We are not a party to the Study Terms and are not responsible for your conduct or a Participant's conduct. We charge you fees for our service and charge Participants nothing. We are not responsible for the stability or quality of any external platform you choose to host a Study on. You are responsible for the integrity, lawfulness and quality of your Study, for obtaining every approval it needs including from your ethics committee, and for reviewing and deciding Submissions.

If an issue arises in connection with your Study (a safeguarding concern, a distressed participant, a disclosure requiring referral) you must resolve it under your own institution's procedures, exactly as you would for a comparable offline study. We will co-operate with law enforcement if they approach us.

Payment of the Study Costs to us discharges your obligation to pay Participants their Rewards, because you authorise us to pay those Rewards on your behalf on these terms. You must not pay or offer Participants any Reward or other consideration outside Voxa.

4. Accounts, workspaces and verification

We may require you to complete checks, for example confirming that you are employed by or studying at the institution you have named, before we allow you to use Voxa or before we allow particular features. We may decline a registration, and if we do we will tell you.

• Give accurate professional, contact, organisation and intended-use information, and keep it current.
• Use individual credentials, protect any multi-factor method, and remove workspace members promptly when they no longer need access.
• Workspace owners and administrators must grant the least access reasonably needed and remain responsible for everything done in the workspace.
• Complete any organisation or identity verification we request. Do not obscure your ownership, affiliation, funding source or the true purpose of a Study.
• Do not share a Researcher role with a Participant account or attempt to bypass role separation.
• Notify us immediately if you believe someone else has obtained access to your account.

5. Your general responsibilities

We are trying to give you better data quality than you would get elsewhere, and to give Participants transparency, fair pay and ethical treatment. Both depend on Researchers behaving well. You must comply with applicable law, with your institution's ethics policies, research protocols and approval requirements, and with the guidance we publish for Researchers.

• Do not use Voxa for advertising, marketing, lead generation or sales.
• Do not use bots or programs to automate your use of Voxa, or to automate account registration, or to crawl or scrape data from the platform.
• Do not use Voxa to recruit for studies that are not listed on Voxa. If you want to run a follow-up or longitudinal wave, list it on Voxa.
• Do not use Voxa in a way that causes you or a Participant to breach the law or a third party's rights, including the terms of any third-party software or website your Study asks Participants to use.
• Do not permit unauthorised access to Submissions, and do not sell, distribute, publish, sublicense, loan or copy Submissions except as these terms allow.
• Do not impersonate anyone, misrepresent your affiliation, or disguise the origin or purpose of a Study, except through the controlled deception route in section 7.

6. Anti-discrimination and abuse

We will not tolerate racism, discrimination, violence, harassment or abuse of any kind directed at Participants, at our staff or contractors, or at our partners. This applies to every interaction: study content, platform messaging, support conversations and any other communication.

Where this occurs we may terminate your account immediately and without notice, and may pay Rewards to affected Participants from your committed funds.

7. Listing and launching Studies

Every Study must have a legitimate research purpose, an accurate title and description, a realistic duration, a fair Reward, clear requirements, a working and secure study address, an appropriate contact route, debriefing where relevant, and any ethics reference or approval your institution, funder or the law requires.

You must set Rewards at an appropriate level and at no less than any minimum reward rate we set from time to time. We will implement any minimum directly in the study builder and give notice of material changes; a change will not affect Studies already listed.

You must disclose, before a Participant reserves a place: camera and microphone requirements, device requirements, sensitive content, collection of personal data, any foreseeable risk, any longitudinal commitment, and any material eligibility or withdrawal condition. You must not materially increase the task or reduce the Reward after recruitment has begun.

Where your Study collects audio, video or images, you must say so prominently and make clear that this may affect a Participant's anonymity, so they can decide whether to take part.

Screening criteria rely on Participants' self-reported profile answers and on our verification where it applies. We do not guarantee that self-reported information is accurate.

• Do not conduct unlawful, exploitative, discriminatory or unsafe research.
• Do not request passwords, authentication codes, full payment-card data or unnecessary government identifiers.
• Do not install malware, probe devices, evade browser security or direct Participants to deceptive domains.
• Do not recruit for undisclosed sales, political persuasion, or credit, employment, insurance or eligibility decisions that have a significant effect on the Participant.
• Do not ask Participants to breach another service's terms, a confidentiality duty or a third party's intellectual property rights.
• Do not use covert high-risk profiling, facial recognition or biometric categorisation without our written approval and a documented lawful basis.

8. Deception and incomplete disclosure

Some legitimate research requires withholding information from Participants or misdirecting them about a Study's purpose. We allow this, but only under conditions, because undisclosed deception undermines trust in the marketplace for every Researcher.

You may run a Study involving deception or incomplete disclosure only where: the deception is necessary and there is no reasonable alternative design; it has been approved by your ethics committee or equivalent body and you can produce that approval on request; it does not expose Participants to more than minimal risk or to material they would foreseeably object to; the Study listing flags that the full purpose will be explained afterwards; and you debrief every Participant at the end, explaining what was withheld and why.

You must never use deception about payment, about the time a Study takes, about who is running it, or about what personal data is collected. Deception about those matters is a breach of these terms, not research design.

9. Where Studies are conducted

Most Studies are listed on Voxa and conducted on a third-party platform you choose. In that case we do not see the content of your Study or of Submissions. That distance is deliberate: it protects Participant anonymity and the integrity of your data. You should not send us Studies, Submissions or their contents without our written agreement.

You may also build and run a Study inside Voxa using our own data-collection tools. Where you do, we hold your Study content and Participants' Submissions, and we act as your data processor for those Submissions. Our Voxa-Hosted Study Terms for Researchers then apply in addition to these terms and contain the data processing agreement required by Article 28 of the UK and EU GDPR. Where those Supplementary Terms conflict with these terms, those Supplementary Terms take priority.

Our own data-collection tools are available only to Researchers whose organisation is established in a territory we have approved for that purpose. We may change the approved territories, and may withdraw access to the tools, where a change in law or in our transfer position requires it.

10. Study Costs, fees and funding

Before a Study can be listed, your Researcher Account must show enough funds to cover the Study Costs in full. Study Costs are the total Rewards payable to Participants for that Study, plus our Platform Fee and any Service Fees, plus any VAT or equivalent tax on those fees.

You fund your account through the PayPal checkout in the product. We do not receive or store your PayPal sign-in details or raw card details; PayPal handles them under its own terms, and you may need to accept those terms to use it. An invoice is generated when you fund your account, identifying our fees separately from the Reward element.

Your Researcher Account keeps a separate balance for each currency you fund in, and each payment is credited to the balance in the currency you paid. We do not convert between your balances, and a balance can only be used for Studies in its own currency. Any currency conversion charged by PayPal or your bank is yours to bear. Balances belong to the organisation that funded them and cannot be moved to another organisation; to use funds elsewhere, request a refund under section 11 and fund the other organisation's account.

Our Platform Fee is a percentage of the Rewards for a Study, including any screening Rewards, and of any bonuses you pay to its Participants: 33% (the standard rate), or 23% if your organisation qualifies for the academic and non-profit rate under this section. The rate that applies is shown in the product before you publish. It is fixed for each Study when you publish it, and also applies to places you add to that Study later and to bonuses you pay on it.

Funding your account does not by itself incur the Platform Fee. The fee is charged when you publish a Study or add places to it, and is reserved from your Researcher Account together with the Rewards. The fee on a bonus is charged from your available balance together with the bonus when you pay it. If you stop or delete a Study before it fills, the Platform Fee for places nobody took returns to your available balance with the unused Rewards. Otherwise, once charged, fees are not refundable.

Your organisation qualifies for the academic and non-profit rate only if all of the following are true: it is a university or other academic institution, a charity or other non-profit organisation, or a public-sector body; the owner of its workspace uses an email address on the organisation's own domain rather than a personal email service; and we have verified the organisation. The rate applies to research the organisation carries out for its own academic, charitable or public purposes. Research carried out for, on behalf of or funded by a commercial client must be run from a workspace that pays the standard rate. We decide whether an organisation qualifies, may ask for evidence at any time, and may approve an organisation that does not meet the email condition after a manual review.

Once we have verified your organisation, you cannot change its organisation type yourself, because it sets your fee rate; contact us if it needs to change. You must tell us promptly if your organisation stops qualifying for the academic and non-profit rate, or if you start using a workspace that pays that rate for research that does not qualify.

If you obtain or keep the academic and non-profit rate when you are not entitled to it, including because information you gave us was false or misleading, or because your organisation or the purpose of your research changed and you did not tell us, then in addition to our other rights: (a) we may move your organisation to the standard rate with immediate effect, and it will apply to every Study published after that; (b) you must pay us the difference between the standard rate and the rate you were charged for every Study published while you were not entitled to the lower rate; (c) you must pay our reasonable costs of investigating and recovering those amounts; and (d) we may suspend or terminate your account under section 22. We may debit the amounts under (b) and (c) from your Researcher Account, but never from funds needed to pay Participants the Rewards promised in a listed Study; any shortfall is a debt payable within 14 days of our invoice. Participants' Rewards are never reduced as a result.

Fees are stated exclusive of VAT or any equivalent tax, which is payable in addition where applicable. All other amounts, including the Reward element of Study Costs, are inclusive of any applicable VAT unless stated otherwise. You are responsible for your own taxes, withholding obligations, institutional approvals and billing accuracy, except where the law places the obligation on us.

If your organisation is established outside the United Kingdom and holds a valid VAT or equivalent tax registration, send us that number through the Contact page before you fund your account. Where the law allows, we will then apply the reverse-charge mechanism to our fees: we will not add VAT, and you must account for any tax due yourself. We cannot change the tax treatment of funds we have already received unless the law requires it.

We will give at least 30 days' notice of any change to our Platform Fee or Service Fees. A change will not affect Studies already listed.

11. Funds we hold for you

The Reward element of your Study Costs belongs to you, not to us, until it is paid to a Participant. We hold it on trust for you, which means we hold it in our name but you are entitled to it and we deal with it on your behalf as set out in these terms, subject to our rights of retention and set-off below. We may hold funds for all Researchers together in a single account with our payment provider.

Under English law a trust interest that does not vest immediately must be certain to vest within a defined perpetuity period. The perpetuity period for any trust arising under these terms is 125 years, the statutory period under the Perpetuities and Accumulations Act 2009.

Your Researcher Account is a record of what you have funded and what it is allocated to. It is not a bank account and you are not entitled to interest on any balance.

When you list a Study, the Rewards for that Study are allocated to it and cannot be refunded while the Study is live. If you stop a Study before it reaches its participant limit, unspent Rewards return to your available balance together with the Platform Fee for those places, and can be used for a later Study.

You may request a refund of unallocated available funds at any time, and we will return them to the payment method and account you funded from. We cannot send a refund to a different account. A refund must be requested through the Contact page by an owner or administrator of the funding organisation, from the email address on their Voxa account. Before requesting one, finish or stop your Studies and decide any outstanding Submissions: funds allocated to a listed Study, or needed to pay Participants the Rewards promised in it, cannot be refunded. Fees for places Participants have taken, referral or promotional credits and bonuses already awarded are not refundable.

12. Inactive Researcher Accounts

If your Researcher Account is inactive (you have not logged in or taken any action on Voxa) for 12 months, we may charge a dormant account fee of £5.00 per month (or the equivalent in your wallet currency) from that point, debited from your Researcher Account. No dormant account fee is charged if there are no funds available in your account.

If your Researcher Account remains inactive, or Study Costs in it remain unspent, for 18 months, we may close the account, or return the available balance to the payment method you funded from, or send it to your last known address. We may retain from that balance our fees, referral or promotional credits, an account closure fee of £10.00 (or the equivalent in your wallet currency) for each attempt to close the account and return the funds, and any other amount due to us.

Where we or our payment provider cannot return the funds and we cannot close the account, we may continue to charge the dormant account fee. Amounts allocated to our fees are never refundable.

13. Reviewing Submissions

You must review each Submission within a reasonable period, which we expect to be two working days. Approving a Submission credits the Reward to the Participant from your committed funds.

If you have not rejected a Submission within 21 days of its submission, you lose the right to reject it and the Participant receives the Reward as if you had approved it. This period is fixed by the platform and cannot be shortened or extended. It applies equally to Participants who were screened out partway through your Study.

You may reject a Submission that does not meet your published requirements: for example a failed attention check, material incompleteness, instructions not followed, duplicate participation or clear misuse. A rejection must have a specific, truthful and evidenced reason. You must not reject in order to avoid payment, to punish a complaint, on discriminatory grounds, or because of a fault outside the Participant's control such as a failure of your own study platform.

You must act reasonably. If we reasonably conclude that you have rejected more than a reasonable proportion of Submissions to a Study, or that you are otherwise exercising the right to reject improperly or failing to meet your obligations to Participants, then acting as your commercial agent and as merchant of record we may suspend your use of Voxa pending investigation, terminate your use of Voxa, and allocate Rewards to any or all Participants in the relevant Study whether or not you have already decided their Submissions.

Participants may appeal a rejection to us. We may examine the Study, timing, messaging, completion and account records, ask you for evidence, and uphold or overturn the rejection, paying the Reward from your committed funds where we overturn it. You agree to co-operate with that process and to accept a reasoned platform resolution, without prejudice to your legal rights.

Rejecting a Submission re-opens the place to a replacement Participant unless the Study has been withdrawn, and a place nobody takes is refunded with the Study's other unused places. If you later reverse a rejection, or we overturn it on appeal, after its place has been taken by a replacement or refunded, we reserve one more place from your Researcher Account at the Study's Reward and Platform Fee to pay that Participant. You may withdraw a Study at any time, but any Participant who has already provided a Submission remains entitled to their Reward.

Bonuses are voluntary unless you promised them as part of the Study. Once awarded, a bonus is binding and cannot be reversed except where it was duplicated or manifestly erroneous, handled through our support team.

14. Using Participant and platform information

Participant lists let you save participant identifiers so you can re-invite or exclude them in later Studies. If you intend to use a saved list, your privacy notice must tell Participants that you keep such a list and what you use it for. You must not use a list to retaliate against a Participant for a complaint, an appeal or feedback.

We do not guarantee that demographic, screening or performance information will remain available indefinitely; availability depends on Participant account settings and consent choices.

• Use the pseudonymous participant identifier and the eligibility, demographic and performance information we make available only for the relevant Study, for payment, for quality review, or for lawful follow-up that you disclosed to the Participant.
• Do not attempt to identify or re-identify a Participant, and do not combine our data with other data to reveal identity. In some jurisdictions this is a criminal offence.
• Do not request direct identifiers (name, email address, phone number, full postcode, date of birth, social media or gaming usernames) in any Study, unless you have agreed an exceptional route with us in writing and comply with the conditions we set.
• Do not scrape, bulk export, sell, broker, enrich or build advertising or marketing profiles from Voxa data.
• Do not contact Participants outside Voxa unless the Study clearly disclosed and lawfully collected contact information for that purpose.
• Do not make eligibility, rejection or quality decisions on the basis of a protected characteristic, except where that is lawful, scientifically necessary, transparently stated in the listing and ethically approved.
• Where you collect audio, video or images, do not use them to re-identify a Participant and do not combine them with other information in a way that facilitates re-identification.

15. Data protection

In this section "GDPR" means the General Data Protection Regulation 2016/679 and that Regulation as it forms part of the law of the United Kingdom, and related terms have the meanings given in it.

We are the controller of personal data about you as a Researcher, which we handle under our Researcher Privacy Notice.

You are a controller in your own right for personal data you receive about Participants: the pseudonymous identifier, demographic, screening and performance data we make available, the responses you collect in your Study, and anything arising from direct correspondence with a Participant. Being pseudonymous does not stop it being personal data. It is your responsibility to ensure your collection and use of it complies with the law.

Before you collect anything, you must provide Participants with, or direct them to, a privacy notice meeting the requirements of the law applicable to you. It must identify you, explain the purposes and categories of data, your lawful basis and any special-category condition, the recipients, any international transfer, the retention period, their rights and how to complain. The study builder lets you upload a privacy notice; it is your responsibility to ensure the notice is complete and accurate. Where you rely on consent, it must be freely given, specific, informed and unbundled from participation itself.

You must collect only what is necessary, use it only for compatible purposes, apply appropriate technical and organisational security, honour data subject rights requests, keep the records the law requires, complete a data protection impact assessment where processing is likely to be high risk, and notify us promptly of any incident affecting a Voxa Participant or platform data.

Your data-protection declaration in the study builder is a contractual confirmation to us. It is not legal advice and it is not ethics approval. We may ask to see your privacy materials, impact assessment, ethics evidence or security measures, and we may pause a Study until our concerns are resolved.

16. International transfers to you

Making demographic, screening and performance data available to you is a controller-to-controller transfer. Where your organisation is established outside the United Kingdom and the European Economic Area, and outside a territory covered by a relevant UK or European Commission adequacy decision, that transfer is made subject to Module One of the Standard Contractual Clauses approved by the European Commission on 4 June 2021 (the "EU SCCs"), as supplemented for UK transfers by the International Data Transfer Addendum issued by the ICO (the "UK Addendum"). The optional docking clause does not apply. The EU SCCs and the UK Addendum are incorporated into these terms in full and you agree to comply with them.

For the purposes of Annex I of the EU SCCs and Part 1 of the UK Addendum: we are the data exporter and you are the data importer, and each of us is a controller; our contact details are set out in our privacy notices and yours are those in your Voxa account; the data subjects are Participants; the categories of data are Participant demographic, screening and performance data, including any special-category data a Participant has chosen to disclose in a screening answer; the permitted recipients are your institution or organisation and any other recipient disclosed in your Study Terms; the frequency of transfer depends on how often you list Studies; the nature of the processing is receiving, storing, transmitting and analysing personal data; the purpose is conducting Studies and analysing their results under these terms; the duration is determined by your organisation's retention policy and must be no longer than necessary; and the competent supervisory authority is the UK Information Commissioner's Office.

For the purposes of Annex II, the technical and organisational measures you apply are those you disclosed to us when opening your account or subsequently and, until you have disclosed specific measures, the measures required by Article 32 GDPR.

Where the EU SCCs apply to you, you also agree that: if you receive a legally binding request from a law enforcement or state security body for the personal data, you will notify us promptly with as much detail as possible unless legally prohibited, and where prohibited you will seek a waiver; if you cannot notify us of specific requests, you will give us general information about the types of request received; and transfers to a public authority must never be disproportionate or indiscriminate and may only be made where compelled, not voluntarily.

Our International Data Transfers document sets out the full picture, including our own onward transfers, and forms part of these terms.

17. FERPA: United States educational institutions only

This section applies only where you are an educational agency or institution in the United States and we have access to "education records" or "personally identifiable information" as those terms are defined in the Family Educational Rights and Privacy Act, 20 U.S.C. §1232g, and its implementing regulations at 34 C.F.R. Part 99 (together "FERPA").

You agree that we meet the criteria for being a "school official" with "legitimate educational interests" in such records and information, or that disclosure to us meets one or more of the other conditions in 34 C.F.R. §99.31. We agree that we will use such records and information only for the purposes authorised by these terms, and will not re-disclose them except with your authorisation and where re-disclosure is otherwise permitted by FERPA.

18. Confidentiality

We do not expect to receive confidential information from most Researchers: Study listings are published, and for external Studies both the content and the Submissions sit outside our platform. But you may find it useful to discuss non-public matters with us (research plans, intended use cases, your organisation's roadmap) and we may share non-public information about ours.

Each of us undertakes not to disclose the other's confidential information concerning its business, operations, intentions, affairs, market opportunities, customers, clients or suppliers, except: to employees, officers, representatives, contractors, advisers, auditors or insurers who need to know it in order to exercise rights or perform obligations under this agreement and who are bound by equivalent obligations; and as required by law, a court of competent jurisdiction, or a governmental or regulatory authority.

This section does not apply to information that is or becomes generally available to the public other than through a breach of it. It continues in force until the second anniversary of the end of this agreement.

Where we give you non-public security, fraud or dispute information, use it only to resolve that matter and do not disclose it except to authorised personnel or where the law requires.

19. Intellectual property

We do not claim rights in the content of your Studies. You confirm that you own or are licensed to use all your Study materials and have every permission needed to run your Studies. You grant us a worldwide, non-exclusive, royalty-free licence to host, reproduce, transmit and display those materials as needed to operate the platform, present the Study to eligible Participants, secure it and support you.

We do not claim rights in Submissions. Under our Participant Terms, Participants agree that intellectual property in their Submissions vests in the relevant Researcher, waive their moral and other proprietary rights in each Submission, and agree to assist in perfecting those rights. If you need a direct assignment, provide it as part of your Study listing.

The intellectual property in our website, platform, branding and software belongs to us or our licensors. You may not copy or use it beyond what these terms or the law expressly permit, and we do not grant you ownership of Participant profile data or of the platform.

You grant us a non-exclusive, royalty-free, non-transferable licence to use your name, logo and trade marks to provide the service to Researchers and Participants, and to report to our advisers and investors. We will not use them in public marketing without your prior written consent, and you may withdraw this licence at any time by written notice.

If you give us feedback, comments or suggestions about the platform, you grant us a non-exclusive, royalty-free, perpetual, irrevocable licence to use them to improve and develop our services.

20. Limitation of liability

We provide a recruitment platform. Because our role is limited and we do not control the content, conduct or commercial value of Studies, our liability is limited and excluded as set out here.

Nothing in these terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any data protection liability that cannot lawfully be limited. This paragraph takes priority over the rest of this section.

We provide access to the website and the platform on these terms alone. Terms that might otherwise be implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. The platform is provided "as is": we do not warrant that it will be uninterrupted, error-free, or free from viruses or malicious code, and we are not liable for unavailability.

We are not responsible or liable for the acts or omissions of third parties, including Participants, external study platforms, payment providers, or any device or software you use. We do not guarantee a particular sample size, response rate, completion rate, scientific outcome, or that Participants will meet requirements you did not state accurately.

We will not be liable for indirect or consequential loss, for loss that was not foreseeable to both of us when you opened your account, or for loss of sales, business, revenue, contracts, anticipated savings, use or corruption of software, data or information, reputation, goodwill or profit.

Because Studies are launched outside Voxa unless you use our own tools, we hold little of your data. We do not provide a backup service, and you must maintain your own backups of anything stored in or generated through Voxa.

Subject to the second paragraph of this section, our total aggregate liability to you in connection with your use of Voxa, however arising, will not exceed the total fees Voxa retained for the study in question or, where our liability does not arise in connection with a single study, the total fees Voxa retained from you in the three months before the first event giving rise to the liability.

This section continues in force after this agreement ends.

21. Indemnity

If we become subject to a third-party claim (including a claim by a Participant or a regulator) as a result of your breach of these terms, your negligence, misrepresentation, failure to comply with applicable law, infringement of a third party's rights, or other wrongful act, you will indemnify us and hold us harmless against all costs, expenses, losses, damages and liabilities we suffer or incur in connection with it, including reasonable legal and professional fees and the reasonable costs of investigating the matter.

You will give us all reasonable assistance and information we request to defend, settle and mitigate the claim. We will not settle a claim you are indemnifying without your prior written consent, which you must not unreasonably withhold, condition or delay, and we will take reasonable steps to mitigate our loss and will not seek double recovery.

This section continues in force after this agreement ends.

Where you are a public educational institution domiciled in a state of the United States, or are otherwise subject to a legal, statutory or regulatory prohibition on giving such an indemnity to third parties, this section does not apply to you to the extent of that prohibition or restriction.

22. Suspension and termination

You may stop using Voxa at any time and can ask us to close your Researcher Account. Before we close it you must transfer ownership of any workspace you own and resolve active Studies, Submissions, refunds and disputes.

We may limit, disable or suspend access to your Researcher Account, and terminate this agreement, where it is reasonably necessary for safety, legal compliance, security, payment risk, suspected fraud, instruction from our payment provider, or a serious or repeated breach of these terms. Where immediate action is not required we will explain the concern and give you a reasonable opportunity to respond, and significant enforcement decisions involve human review.

Either party may terminate immediately by written notice if the other fails to pay an amount due and remains in default 30 days after written notice; commits a material breach that is not remedied within 30 days of written notice where the breach is capable of remedy; takes or has taken against it any step towards bankruptcy, administration, provisional liquidation, an arrangement with creditors, a moratorium under Part A1 of the Insolvency Act 1986, winding up, striking off, or appointment of a receiver, or an equivalent procedure in another jurisdiction; or suspends, ceases or threatens to suspend or cease carrying on business.

If you are in breach we may also issue a written warning, take legal action, or where appropriate disclose your details to law enforcement or a regulator.

23. Effects of termination

If we terminate where we have no reason to believe you are in breach, we will return the funds in your Researcher Account that are available for Rewards, less any amount we are entitled to retain.

If we terminate where you are, or we reasonably suspect you are, in breach, we may retain those funds and set them off against any liability you have to us or to a Participant. Where we suspect the account has been used for money laundering, we or our payment provider may decline to remit funds pending the conclusion of any investigation.

On any termination, a Submission a Participant has completed but you have not yet decided is treated as approved, and the Reward is paid from your committed funds.

Platform Fees for places Participants have taken, Service Fees, amounts due under section 10 for misuse of the academic and non-profit rate, and referral or promotional credits are not refundable in any circumstances.

Termination does not affect any obligation, liability, right or remedy accrued before it, and does not end your obligations on payment, confidentiality, data protection, indemnity or liability.

24. General

• Transfers. You may not transfer your rights under this agreement without our prior written consent, except as part of a genuine organisational reorganisation that does not reduce our protections. We may transfer ours with the business on notice.
• Matters outside our control. Neither party is liable for delay or failure caused by events outside its reasonable control, including power, network, hosting or communications failures, epidemics and acts of government.
• Entire agreement. These terms, the documents referred to in them and any Supplementary Terms are the entire agreement between us and replace any prior representation or warranty.
• No waiver. A breach can only be waived in writing, and delay in enforcing a right does not waive it.
• Severance. If a court finds any provision unenforceable, it ceases to apply and the rest continues in force.
• Third-party rights. Nobody who is not a party to this agreement has any right to enforce it.
• Notices. We send notices to the email address on your account. Send notices to us through the Contact page or by recorded delivery to our registered office. Email notice is deemed received when sent, provided no non-delivery message is received. Notice of legal proceedings must be served under the applicable civil procedure rules.

25. Changes and governing law

We may revise these terms from time to time and will notify you of material changes, normally by service message, at least 30 days before they take effect. Changes will not affect Studies already listed before they take effect, and will not retrospectively remove a Reward a Participant has already earned. By continuing to use Voxa after the effective date you accept the revised terms.

This agreement is governed by the law of England and Wales, without reference to its conflict of law principles, except that if you are a public educational institution domiciled in a state of the United States that is expressly required to be governed by the law of that state, the law of that state applies.

If a dispute arises between us we will first try to resolve it by discussion. Failing that, the courts of England and Wales have exclusive jurisdiction, except that if you are not resident in England or Wales we may bring proceedings in the courts of your country of residence, and if you are a public educational institution domiciled in a state of the United States that expressly requires a different venue or jurisdiction, that requirement applies.

If a dispute arises between you and a Participant, we may try to help resolve it and we operate the appeal process described in section 13, but outside that process we are not obliged to intervene.