HOME ABOUT US OUR SOLUTIONS PUBLISHING CAREERS NEWS ReachEdge REACHEDGE SUITE TERMS AND CONDITIONS REACHEDGE SUITE TERMS AND CONDITIONS (“Terms”) 1.1 What these terms cover. These are the terms and conditions on which we Newsquest Media Group Limited, and our third party service suppliers, (“we”, “us”, “our” and “Newsquest”) supply the ReachEdge Suite Subscription Services (“the Services”) to you. Newsquest is a company registered in England and Wales, our company registration number is 1676637 and our registered office is at Loudwater Mill, Station Road, High Wycombe, Buckinghamshire, HP10 9TY 1.2 Why you should read them. Please read these terms carefully before you sign your Order Form for the Services. These terms inform regarding how we will provide the Services to you, steps you need to take to ensure the effectiveness of the Services and to ensure your business complies with your business’ data protection obligations, how the contract can be amended or terminated, what to do if there a problem and other important information. 1.3 How to contact us. You can contact us by emailing our customer service team at reachedge@newsquest.co.uk. 1.4 This is our entire agreement with you. These terms and conditions constitute the entire agreement between us in relation to your purchase of the Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in this agreement. INTERPRETATION 2.1 A reference to a statute or statutory provision is a reference to the relevant statute as it is amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. 2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 2.3 A reference to writing or written includes email. THE CONTRACT BETWEEN YOU AND NEWSQUEST 3.1 Your order for Services as set out in your order form, or email confirmation of the placement of your order, (“Order”) constitutes an offer by you to purchase Services in accordance with these Terms. 3.2 The delivery of the Services shall commence on the Start Date specified on your Order. Your Order will only be deemed to be accepted when you sign the Order, or send an email confirming your Order, at which point and on which date the Contract shall come into existence (“Commencement Date”) TERM OF THE SERVICES The term of the provision of the Services shall commence on the Start Date specified on your Order and continue for a minimum of six (6) months (“Initial Term”) thereafter. Following the expiration of the Initial Term, the Contract shall automatically renew on a monthly basis (“Renewal Term”) until terminated pursuant to clause 15. SUPPLY OF SERVICES 5.1 Newsquest shall supply the Services to you in accordance with the specification set out in your Order. 5.2 The Services shall consist of the following services: 5.2.1 Online Directories: is a software as a service which enables the placement of your business details (such as name, address, phone number, description, photos, etc.) on online directories to over 500 different online business directories including Google, Facebook, Bing, Yell and Foursquare – a list of the directories is available upon request. The service will create a basic or free listing on each business directory, and will also re-upload or re-syndicate when business details change 5.2.2 Reputation Management: is a software as a service which enables the management of your online reputation. The service includes an email alert service, notifying customers when a review or mention of their business appears online; as well as a dashboard which the customer can login to, allowing them to monitor and reply to reviews, and providing quantitative analysis of their online reputation (e.g. number of reviews, average “star rating”, etc.) and notifies of the submission of a review of your business on the internet including Yelp, Facebook, Google and TripAdvisor. 5.2.3 Adverts: focused placement of online and mobile adverts, and the placement of print adverts in Newsquest’s local newspaper titles. 5.2.4 Live Chat and Customer Retention Pop-Up: artificial intelligence live chat virtual assistants and Customer Retention Pop-Up software as a service which appear when a visitor visits your website or Webcard to facilitate a chat function between the visitor and your website. The Live Chat facility creates opportunities to retain customers on your website or capture their contact details as they leave the site. 5.2.5 Webcard If you do not have a business website, Newsquest will create a webpage, in the course of the provision of the Services, displaying your business information including a description of your business, your business contact details, opening hours, details of services offered by your business and images, where applicable. The webcard will not be indexed in Google, therefore, it will not conflict with any existing website you may have. 5.2.6 ReachEdge software as a service providing through the placement of code on your website, or webcard (set out in clause 5.2.4), providing Phone Tracking Technology, Customer Management Tools and Automated Email Marketing. The Phone Tracking Technology enables you to record and listen back to conversations with your customers and where the customer obtained your details. The Customer Management Tools enable the organisation of your business leads obtained through the ReachEdge software and stores the information in a customer relationship management platform (“the ReachEdge Platform”). Automated Email Marketing is a default configured email facility provided with the ReachEdge software which sends emails to customer leads on your behalf, as configured by you. The features of the ReachEdge software are: • the provision of lead notification, at your option, via email, SMS or mobile alerts through the Newsquest Reach Mobile App and campaign reports. • auto-response emails in response to initial emails from leads based on templates that we, or you, have created; • the sending of reminders to you about leads that may require attention; • the sending of emails on your behalf, based on your setting • Tracking Services, the tracking of visits, web events, form and email submissions to your website; • access to the ReachEdge Platform to assess the performance of the Services; 5.2.7 ReachCode refers to software code that Newsquest will provide to you to place on your website or Webcard. ReachCode will help you measure the return on investment of the Services by showing the activity that takes places on your website as the result of the Services, as more fully defined in Section 5.4 below. 5.2.8 ReachEdge +Site refers to the provision of a website for your business as an additional service to the ReachEdge Suite Package. 5.3 Licences. Newsquest, subject to these Terms, grants you a revocable, non-transferable, non-sub licensable, non-exclusive, limited licence to access the Services, and the components of Software provide as part of the Services. This licence will commence on the Commencement Date and shall continue until your Order terminates pursuant to clause 15, or the Services have been withdrawn due to non-payment of fees. 5.4 Code to be added to your website. The placement of the code on your website requires your consent and your co-operation. If this is not provided, the Services will not operate on your website or Webcard. Where you have an existing website, you must facilitate the placing of ReachCode on your website to enable the Tracking Services feature of ReachEdge, as set out in clauses 6.4 and 6.5 below. We shall use all reasonable endeavours to meet any performance dates specified in your order form, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 5.5 We reserve the right to amend these terms, your Order, or the specification of the Services if necessary to comply with any applicable law or regulatory requirement, the change of third party providers or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event. 5.6 If we cannot fulfil the Services. If we are unable fulfil the order you have placed with us, we will inform you of this in writing and will not charge you for the Services. The reasons for such include, but are not limited to: because unexpected limits on our resources, because a credit check we have obtained for you does not meet our minimum requirement, because we have identified and error in the description of the Services or because we are unable to meet a deadline you have specified. REACHEDGE This clause sets out the components of ReachEdge and its role within the Services. 6.1 The ReachEdge Platform. The ReachEdge Platform allows you to manage the ReachEdge lead management software and access online reporting. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to the ReachEdge Platform to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact Newsquest. Newsquest is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have any right, title or interest in the ReachEdge Platform, software, data, applications, methods of doing business or any elements thereof, or any content provided therein, including any templates provided. You may only access the ReachEdge Platform via a Web browser, a mobile application or in a manner otherwise approved by Newsquest. 6.2 Without limiting any other disclaimers contained in these terms, Newsquest will not be responsible for any errors, defects or downtime caused by your use of the ReachEdge Platform. 6.3 Use of ReachEdge Templates. You understand and acknowledge that the ReachEdge email templates are provided as a convenience to you and that you must ensure that such templates are consistent with your business objectives and the laws, rules or regulations that may govern your particular industry. In addition, no ownership of the content in the templates will pass to. You cannot copy any of the templates or use them for any purpose other than through your use of ReachEdge. This restriction also applies to customised templates that we may prepare for you. 6.4 Tracking Services. TotalTrack® is included in your ReachEdge package and consists of the following “Tracking Services” are designed to enable you to assess the performance of your marketing campaign(s): i. Phone Tracking. Newsquest phone tracking tracks the phone calls you receive by providing one or more tracking phone numbers in lieu of your phone number(s) and that forward to your phone number(s). The tracking phone numbers are dynamically displayed on your website or Webcard utilising the Services. You do not own, and will not obtain any ownership or interest in the tracking numbers. ii. eMail and Form Tracking. Newsquest email tracking tracks emails sent to you through the website or webcard operating the services and appearing as a proxy of your website (“Proxy Site”) or, if you are using ReachCode, your existing website, by dynamically substituting your e-mail address(es), on the page on which the consumer lands, with online e-mail forms. Forms submitted on the existing site can also be logged using ReachCode. Tracking emails and forms are routed through Newsquest’s servers and forwarded to email addresses you provide. For purposes of quality assurance and campaign assessment, Newsquest may access and review tracking emails and form submissions. Newsquest will use commercially reasonable efforts to deliver all tracking emails and form submissions but cannot guarantee that 100% of the tracking emails or form submissions will be delivered to you. iii. Other Tracking. The tracking services also may include tracking of specific events on your site, such as visits to a specific landing page or a contact us page. 6.5 The Proxy Site. In order to implement the Tracking Services, you hereby permit Newsquest to deploy a Proxy Site, a proxied version of your website. In connection with the implementation of the Proxy Site, Newsquest will do some or all of the following: a) Deploy software code on the Proxy Site to track the pages that users access as a result of your campaign. Newsquest or its Publishers may place cookies or similar online tools on the Proxy Site to: i. effect the foregoing Tracking Services and to ensure the proper operation of the Proxy Site; ii. provide for advertising content (“Ad”) tracking (to enable Newsquest to determine the effectiveness of the Services, when applicable); and iii. enable Newsquest, or its Publishers, to show a consumer your Ads as the consumer navigates to third-party websites. You acknowledge that such cookies may be used for the benefits of both you and for third parties. b) On the Proxy Site, insert or otherwise display a link in appropriate places on the Proxy Site, advising consumers of certain privacy and cookie matters that may be relevant to the Proxy Site. While Newsquest will make reasonable efforts to ensure that the display of the link does not obscure the Proxy Site, you acknowledge and agree that obscuring of a small portion of the site may be unavoidable. Your native website must comply with the Newsquest Marketing Practices. c) Make other minimal aesthetic or functional changes to the Proxy Site so as to enhance the performance of the campaign. 6.6 Function of ReachCode. ReachCode: a) tracks visits; web events; form and email submissions; and other relevant data from the visitors to your website or webcard; b) replaces phone numbers on your website with tracking numbers, which track phone calls made using the tracking numbers, based on organic referrer source (e.g organic Google search, etc.) or Newsquest campaign information; and c) allows your website visitors to opt-out of the tracking described above. 6.7 Phone Tracking. Phone tracking is a component of the Services offered by Newsquest. Specific details relating to Phone Tracking are as follows: 6.7.1 Provision of Tracking Numbers. Newsquest will in the first instance attempt to provide a local tracking number, and then a number in the same area code. In the event the tracking number allocated to the provision of your Services are not available in your area, you grant Newsquest permission to provide a Freephone tracking number instead. 6.7.2 Your Options. The following options are including in the Phone Tracking Service provided as part of the Services: (collectively the “Call Tracking Features”): a) Call Recording where a recording is made of inbound phone calls attributable to a campaign; b) Caller ID where the phone number of the caller is used to look-up their name and address. By electing the Call Tracking Features, you warrant that you have and will maintain all necessary rights to implement such tracking features. You acknowledge that Newsquest disclaims any and all liability that may arise as the result of the implementation of any of the Call Tracking Features 6.7.3 Call Recording Specifics. When a consumer calls a tracking number, a recording will be played to the consumer at the outset of the call, which will, among other things, notify the consumer that the call is being recorded. In addition, you must inform all of your employees that their calls may be recorded and ensure that such recordings and notifications comply with all laws, regulations and practices relevant and/or applicable to you, your business, or your industry. You understand and agree that any attempts to disrupt or prevent the playing of the recording or its failure to inform your employees of the recording may expose you to substantial liability. 6.7.4 Call Review. For purposes of quality assurance, campaign assessment and all other lawful purposes, Newsquest and its third party suppliers may, but are not obliged to, access and review all Call Recordings. 6.7.5 Call Blocking. Newsquest may, in its sole discretion, choose to block third-party phone numbers from being able to call the tracking phone numbers. NEWSQUEST PRINT AND DIGITAL ADVERTISING In the course of the provision of the services, your adverts will be published on Newsquest’s print and online properties advertising accepted by Newsquest from you for use in Newsquest’s print and online properties in the course of the provision of the Services, Newsquest’s Terms of Advertising apply to the acceptance and publication of any such advertising or content. ONLINE DIRECTORY, REPUTATION MANAGEMENT AND REACHEDGE SUITE + SITE 8.1 The online directory and reputation management services, included in the Services, are provided by our third party service provider, Web.com. This clause 8 sets out the terms and conditions that apply to the Web.com products and services (“Web.com Services”) included in the Services. 8.2 Webcard: the terms and conditions that apply to this service can be found at the following links https://assets.web.com/legal/English/WebcardServiceAgreement.pdf 8.3 Online Directory Listings Manager – the terms and conditions that apply to this service can be found at the following links: https://assets.web.com/legal/English/OnlineMarketingServices.pdf and http://www.scoot.co.uk/terms-conditions. 8.4 Online Reputation Management – the terms and conditions that apply to this service can be found at the following link: https://assets.web.com/legal/English/ReputationAlert.pdf. 8.5 ReachEdge Suite +Site – Where a custom website is provided with the Services, Web.com shall provide the +Site service. The following terms and conditions will apply to the provision of the website: https://assets.web.com/legal/English/CustomWebsiteServices.pdf. FEES AND PAYMENT 9.1 The monthly fees payable for the Services (“Fees”) will be the fee set out in your Order or, if amended pursuant to these Terms, as communicated in writing by Newsquest. 9.2 Your Order will be deemed continuous until terminated pursuant to clause 15, therefore, the Fees will fall due on a monthly basis. 9.3 You shall pay each invoice submitted by Newsquest: a) By the 20th of the month following invoice date, or in accordance with any credit terms agreed by Newsquest and confirmed in writing to you; and b) In full and in cleared funds to a bank account nominated by Newsquest and time for the payment shall be of the essence of the Contract. 9.4 Newsquest reserve the rights to the increase the Fees for the Services to reflect any increase in the cost of the provision of the Services by Newsquest that is due to: a) any factor beyond the control of Newsquest including, but not limited to, foreign exchange fluctuations, increases in taxes and duties, increases in third party service provider costs and other service provision costs; b) any delay caused by any instructions you may give to Newsquest in the course of the provision of the Services. 9.5 If there is an increase in Fees, pursuant to clause 9.4, Newsquest will provide you with 30 days’ notice of such increase. 9.6 If you chose to pay the Fees by Continuous Payment Authority, you consent to the monthly debit of the Fees by Newsquest from your debit or credit card until your Order is terminated. 9.7 All amounts payable by you pursuant to these Terms are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under these Terms by Newsquest to you, you shall, on receipt of a valid VAT invoice from Newsquest, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 9.8 If you fail to make a payment due to Newsquest pursuant to these Terms by the due date, then, without limiting Newsquest’s remedies under clause 15 (Termination), you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at 4% a year above the Bank of England base rate from time to time, but at 8% for any period when that base rate is below 0%. 9.9 All amounts due pursuant to these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding, other than any deductions or withholding of tax as required by law. YOUR OBLIGATIONS 10.1 You shall provide Newsquest and its third party providers with all necessary co-operation, and access to such information as may be required by Newsquest in order to perform the Services, including but not limited to: a) provide Newsquest, its employees or subcontractors with access to your website to facilitate the placement, of the ReachCode on your existing website to enable the functionality of the Services on your website; b) in the event that the Proxy URL includes one of your trademarks, or other intellectual property, you grant Newsquest and its third party service providers a non-exclusive, royalty-free, worldwide licence to use, copy and modify the intellectual property appearing on your website for the purposes of providing the Services. c) provide such information and materials as Newsquest may reasonably require in order to provide the Services, and ensure that such information is complete and accurate in all material aspects; d) update your privacy policy to inform your customers of the collection of data by the Services; e) ensure that the terms on your Order are complete and accurate; f) configuration services; g) ensure that you are familiar with your obligations set out above, and elsewhere in these terms. h) comply with all applicable laws and regulations with respect to the your activities under these Terms; 10.2 Regarding the Services you shall not: a) Except as expressly set out in these Terms, or as permitted by any law, you undertake: i. not to copy any software, any part or aspect of software, accessible by you in the course of the provision of the Services (“Software”), except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security; ii. not to rent, lease, sub-licence, loan, translate, merge, adapt, vary, alter, or modify, the whole or any part of the Software or any documentation provided to you in the course of the provision of the Services (“Documentation”) nor permit the Software or any party of it to be combined with, or become incorporated in, any other programs; iii. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things. iv. separate the ReachEdge software, or any software to which you have been given been granted a licence as a single product pursuant to clause 5.3, into component parts; v. publish or share with a third party any results of benchmark tests run on the ReachEdge software without Newsquest’s prior consent; or vi. use the Services, or Software, on any website that is not part of the Contract with Newsquest. 10.3 If our performance of any of our obligations under these Terms is prevented or delayed by any act or omission by you, or failure by you to perform any relevant obligation (Your Default): a) without limiting or affecting any other right or remedy available to it, Newsquest shall have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations in each case to the extent the Your Default prevents or delays Newsquest’s performance of any of its obligations; b) Newsquest shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Newsquest’s failure or delay to perform any of its obligations as set out in this clause 10.3; and c) You shall reimburse Newsquest on written demand for any costs or losses sustained or incurred by Newsquest arising directly or indirectly from the Your Default. 10.4 You warrant that you have all necessary rights to collect the information collected in the course of the provision of the Services and that you will use any such information collected only in strict compliance with all applicable legal requirements. You shall promptly notify Newsquest in writing if your rights to collect such information is impaired. NEWSQUEST’S OBLIGATIONS 11.1 Newsquest undertakes that the Services will be performed substantially in accordance with these terms and with reasonable skill and care. 11.2 The undertaking at clause 11.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Newsquest’s instructions, or modification or alteration of the Services by any party other than Newsquest or Newsquest’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Newsquest will, at its expense, use all reasonable commercial endeavours to procure the correction of any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 11.1. Notwithstanding the foregoing, Newsquest: 11.3 Newsquest warrants that it has, and will, maintain all necessary licenses, consent, and permissions necessary for the performance of its obligations under these terms. OUR RIGHTS TO MAKE CHANGES 12.1 Minor changes to the Services. We may change the provision of the Services: a) To reflect changes in relevant laws and regulatory requirement; and b) To implement minor technical adjustments and improvements, for example to address a security threat. These changes may or may not affect the Services 12.2 More significant changes to the Services and these ReachEdge Terms. In addition we reserve the right to make changes to these ReachEdge Terms at any time. We shall provide notification of chances in these terms by updating the last modified date set out at the bottom of these Terms. Any such changes shall be binding upon you once posted, unless such changes are material, in which case such changes shall not take effect until the next time you sign an order form for the Services. CHANGES YOU MAKE Any changes you make changes to your existing website, upon which the Services are being provided, including any tracked phone numbers or email addresses, may result in the failure of the Services. Therefore, to avoid disrupting the Services, you must provide Newsquest with at least 10 business days’ prior written notice of any changes to you existing website, including any URL changes. Newsquest will not be responsible for any failure of the Services resulting from your failure to notify Newsquest of such changes pursuant to this clause 11, and any such failure will not excuse your obligations to pay all amounts owed under your Order. DATA PROTECTION AND PRIVACY MATTERS 14.1 Processing of Data. You, and Newsquest, acknowledge that for the purposes of the Data Protection act 1998, you are the Data Controller and Newsquest, and their third party service providers, are Data Processors in respect of any Personal Data. Newsquest shall process the Personal Data and Sensitive Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by you, and as is necessary to perform the Services. The data processed by Newsquest, or its third party service providers, is limited to the data received from or created on your behalf in connection with the Services provided by Newsquest. 14.2 Legal Obligations. Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments. 14.3 Data Processing Warranty. Newsquest warrants that having regard to the state of technological development and the costs of implementing any measures, it will: a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to: i. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and ii. the nature of the data to be protected; and b) take reasonable steps to ensure the compliance of its third party service providers with those measures. 14.4 Indemnity. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 14. 14.5 Your Privacy Policy As the use of the Services on your website or webcard involve the processing of personal data, you are obliged to inform visitors to your online properties of the processing of their personal data. Your website, or webcard, must have an up to date privacy policy that complies with applicable legal requirements and specifically discloses the privacy implications of ReachEdge which can be found here. Newsquest will not be liable for any claim brought by a Data Subject arising from your failure to notify the visitors to your website of the processing of the data collected by the Services. 14.6 Access to Information. You understand and acknowledge that Newsquest may, for purposes of quality assurance and Services assessment, access the information that you store in, and messages that you send through, ReachEdge. It is your obligation to advise Newsquest if you want such access to be limited and to determine whether your use of ReachEdge is in compliance with regulatory obligations concerning the use of data or any privacy practices to which your business may be subject (such as the Data Protection Act 1998, General Data Protection Regulation (Regulation (EU) 2016/679), and other similar industry specific laws). 14.7 By ordering the provision of the Services by Newsquest, you expressly authorise Newsquest and third-party call service providers to collect the personal data and sensitive personal data as necessary and proper to effect the call recording services set out in clause 6. 14.8 You warrant that you have all necessary right to collect such information, you are familiar with your legal obligations as a Data Controller, and that you will use any such information collected solely in strict compliance with all applicable legal requirement. You shall immediately notify Newsquest in writing if your rights to collect such information are impaired. 14.9 Data Breach. If Personal Data, or Sensitive Personal Data, in your control has potentially been viewed, stolen or otherwise processed by an individual for an unauthorised to do so (“Data Breach”) you must immediately notify Newsquest, as a data processor, of the Data Breach as soon as you become aware. If you suffer a Data Breach, you must immediately notify Newsquest, no later than 24 hours following the discovery of such a breach. 14.10 Newsquest may, but is not obligated to, monitor the Customer Data on your website or stored in ReachEdge. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Newsquest or its customers, or operate the Services effectively. Newsquest, in its sole discretion, may refuse to post, remove, or require you to remove, any Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in breach of the terms of these Terms. 14.11 Tracking Services and Data Retention. You acknowledge that Newsquest is not obliged to keep or maintain any data obtained as the result of the Tracking Services for more than 30 days after the collection of any such data (including Call Recordings (as defined below), tracking emails, and form submission data). 14.12 You acknowledge that Newsquest is reliant on you for direction as to the extent to which Newsquest is entitled to use and process the Personal Data, including Sensitive Personal Data. Consequently, Newsquest will not be liable for any claim brought by a Data Subject arising from any action or omission by Newsquest, to the extent that such action or mission resulted directly from your instructions. 14.13 Your data. Newsquest claims no ownership interest in the data that you store within ReachEdge, including but not limited to contact information of your customers, the content of the emails that you receive, etc.) (your “Customer Data”) and may only use the Customer Data as provided in these Terms. ReachEdge permits you to download the Customer Data, for use in accordance with all applicable laws. Notwithstanding the foregoing, upon termination, as specified below, Newsquest is under no obligation to retain or provide you with further access to the Customer Data. 14.14 We will use any Personal Data provided by you to us: a) To supply the Service to you; b) To process your payment for the Services; and c) If you agreed to this during the order process, to receive communications from time to time from Newsquest via email or text message. You may stop receiving these alerts by modifying your notification settings from within your account in the ReachEdge Platform. You acknowledge and agree that we may send a response email or text message solely to confirm your change in settings. 14.15 We may pass your Personal Data to credit reference agencies. Where we extend credit to you for the Services we may pass your personal information to credit reference agencies and they may keep a record of any search that they do. 14.16 We will only give your personal data to third parties, other than our third party service providers, where the law requires or allows Newsquest to do so. TERMINATION 15.1 Without affecting any other right or remedy available to it you may terminate the Contract by giving Newsquest not less than one months’ written notice, such notice to take effect no earlier than the end of the Initial Term. 15.2 Newsquest may terminate the Contract immediately without notice and without cause 15.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: a) the other party takes 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; b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or c) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 15.4 Without affecting any other right or remedy available to it, Newsquest may terminate the Contract with immediate effect by you giving written notice if: a) you fail to pay any amount due under the Contract on the due date for payment; or b) there is a change of control your business. 15.5 Any notices should be sent to reachedge@newsquest.co.uk. CONSEQUENCES OF TERMINATION 16.1 On termination of the Contract you shall immediately pay Newsquest all of Newsquest’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Newsquest shall submit an invoice, which shall be payable by you immediately on receipt 16.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 16.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect. 16.4 Upon termination of the Contract between you and Newsquest, Newsquest’s obligation to provide the Services immediately terminate together with its obligations to forward calls to the tracking phone numbers, tracking emails, or form submission data. THIRD PARTY SITES Depending on the services you purchase and your individual circumstances, you may give Newsquest access, including by providing login and password information, to certain third-party accounts and services such as Google+, directories, and Google Analytics, to allow Newsquest to use and or modify those sites on your behalf. When you give Newsquest access to a third-party site, or request that Newsquest establishes an account with a third-party site, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give Newsquest such access, login information and passwords. In addition, you are authorising Newsquest to use the functionality of such third-party site on your behalf, in any manner Newsquest sees fit. Newsquest will take actions such as registering you with such third-party site, and managing and accessing your account and information (including listing and profile information) on such third-party site. Because of the interconnected nature of the internet, your information posted to third-party sites may be difficult to remove. For example, even if your information is removed from or updated on a third-party site, it may persist on other websites (including other websites) or may be cached in search engine indexes. DISCLAIMERS 18.1 Tracking Services. Newsquest does not guarantee that the Tracking Services will track every instance of activity that is intended to be tracked. Without limiting the generality of the foregoing, the Tracking Services may not fully function in the following circumstances, among others. 18.2 Proxy URL. In order for Newsquest to implement the Tracking Services, the URL for the Proxy Site (the “Proxy URL”) will be different than the URL for your existing site. Unless the Proxy URL is an alternative URL that you have provided, the Proxy URL shall be the property of Newsquest and it shall be disabled upon termination of your Order. In the event the Proxy URL includes one of your trademarks, you grant Newsquest the licence provided for in Clause, but you retain title to and ownership of such trademark. You acknowledge that, because the functionality and appearance of the Proxy Site will be substantially similar to the Existing Site (except with respect to the changes contemplated by these Tracking Terms), Newsquest disclaims any liability arising from the design, content or functionality of the Proxy Site. 18.3 ReachEdge Disclaimers. You acknowledge and agree that: a) not all messages or campaigns sent via ReachEdge will be received or will be capable of being viewed by their intended recipients. b) To the extent permitted by applicable law, Newsquest may make and preserve copies of any and all messages as necessary to provide ReachEdge and for internal back-up and other legal or regulatory purposes. c) You understand that delivery or messages ReachEdge may involve transmissions over various networks, and that the messages (including images and text contained therein) could be reformatted or otherwise revised to conform to the formatting or technical requirements of such networks. You further understand and agree that messages exceeding maximum character limitations may be truncated, abbreviated, reduced or otherwise abruptly cut short. d) You agree that Newsquest may establish general practices and limits concerning use of ReachEdge including, without limitation, the maximum number of messages or social campaigns that may be distributed by you and/or the maximum size of any messages or campaigns that may transmitted via ReachEdge. e) Newsquest reserves the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorised email, messages or social campaigns from entering, utilising or remaining within our network. Nothing in this policy is intended to grant any right to transmit or send messages or social campaigns to, or through, our network except as may be otherwise stated in these Terms. 18.4 The Services provided by Newsquest pursuant to the Contract are performed on a “as is” and “as available” basis. Newsquest cannot guarantee a continuous or uninterrupted display or distribution or services will be secure, error or virus free. In the event of an interruption of the provision of the services, Newsquest’s sole obligation will be to restore, or procure the restoration of, the services as soon as practicable. 18.5 Newsquest disclaims all other warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Newsquest does not warrant, endorse, guarantee or assume responsibility for any product or services advertised or offered by third party on or through any linked website. Newsquest does warrant that your use of the services will comply with applicable laws and you expressly accept that it is your responsibility to deploy suitable notice and consent mechanisms on its website to allow compliant use of the services. No advice or information, whether oral or written, obtained by you from Newsquest or through the Newsquest services will create any warranty not expressly made in the Contract. LIMITATIONS OF LIABLITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 19.1 Nothing in these Terms shall limit or exclude Newsquest’s liability for: a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; b) Fraud or fraudulent misrepresentation; or c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law. 19.2 Subject to clause 19.1, Newsquest shall not be liable to you, whether in contract, tory (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: a) Loss of profits; b) Loss of sales or business; c) Loss of agreement or contracts’ d) Loss of anticipated savings; e) Loss of use of corruption of software, data or information, f) Loss of damage to goodwill; and g) Any indirect or consequential loss. 19.3 Subject to clause 20.1 Newsquest’s total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the total Fees paid by you for service under this Contract for a 12 month period commencing on the Commencement Date and ending on the anniversary of the Commencement Date. 19.4 Except to the extent expressly stated in Clause 19.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded. INTELLECTUAL PROPERTY RIGHTS 20.1 All Intellectual Property Rights in the Services or arising out of or in connection with the Services, or the individual components of the Services, (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Newsquest and its third party service suppliers. 20.2 The title to the Services, the individual components of the Services, and all copies thereof, remain the property of Newsquest and/or its third party service providers. The Services are copyrighted and are protected by United States copyright laws and international treaty provisions. You may not remove copyright notices from the Services. You agree to prevent any unauthorised copying of Services. Except as expressly provided in these Terms. Newsquest does not grant any express or implied right to you under Services patents, copyrights trademarks, or trade secret information. 20.3 You shall not sub-licence, assign or otherwise transfer GENERAL 21.1 Force majeure. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. 21.2 Assignment and other dealings. a) Newsquest may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms. b) You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without Newsquest’s prior written consent. 21.3 Confidentiality a) Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 21.3 ii. b) Each party may disclose the other party’s confidential information: i. its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 21.3. ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms. 21.4 Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 21.5 Waiver. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy. 21.6 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms. 21.7 Notices. a) Any notice or other communication given to a party under or in connection with these Terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number [or sent by email to the address specified in your Order. b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission. c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 21.8 Third party rights. a) unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. b) The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person. 21.9 Governing law. These Terms, 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. 21.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Version: toa_2019.12.20 We are a media company with a difference. We are committed to bringing a voice to your region. 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