Terms and Conditions
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STANDARD TERMS AND CONDITIONS
Definitions and Interpretation: In this Agreement, unless the context requires otherwise the following words have the following meanings:
"Agreement" this agreement (including any schedule or annexure to it and any document in agreed form) incorporating these Terms of Business together with all or any of the Order Form, the Quotation and the Order Confirmation;
"Articles" all and any press cuttings, extracts, alerts, internet hyperlinks, transcripts, tapes, digital media and other materials provided by Newsaccess to Customer (or as it may direct) hereunder pursuant to this Agreement whether in hard copy, faxed, emailed, web delivered version or in any other electronic or digital delivery form; "Article" shall mean any one of them, including without limitation, one cutting, one extract or one internet search topic clip from a printed press, broadcasted, internet or other source;
"Business Day" a day other than a Saturday, Sunday or public holiday on which clearing banks are closed for business in the Republic of Ireland;
"Commencement Date" the date on which this Agreement comes into effect being the date of the Order Confirmation or the date any Article or any part of the Services are provided whichever is the earliest;
"Customer" the company (or as it may direct) hereunder or individual to whom the Services are to be provided as set out on the Order Confirmation;
"Evaluation" any report provided by Newsaccess to Customer as required pursuant to an order form from Customer evaluating the Articles on the subject matter requested by Customer whether in paper, facsimile, electronic or any other form;
"Monitoring List" the publications including, without limitation, newspapers, periodicals, consumer magazines, trade, technical and business journals, stations, programmes, newswires, internet sources and/or other providers, as appropriate to the Services ordered by Customer, which shall be monitored by Newsaccess for relevant Articles and from which the Articles shall be supplied;
"Portal" Online database into which Articles supplied under the Services are delivered;
"Services" the supply of the Articles or an Evaluation Report within the media requested by Customer, more particularly set out in the order confirmation;
"Newsaccess" Newsaccess Limited whose registered office is at 5 St. Andrew Street, Dublin 2, Republic of Ireland; and
"You" and "your" employees of Customer and/or other individuals acting on behalf of Customer, personal information relating to who is supplied to Newsaccess.
Services: Newsaccess shall communicate to Customer a quotation setting out (amongst other things) the fees payable ("Quotation"). Customer may then offer to purchase the Services by confirming its order to Newsaccess by email or in writing, confirming the Quotation ("Order"). Newsaccess, on receipt of an Order may, at its sole discretion, accept the Order by sending to Customer an Order Confirmation ("Order Confirmation"). It is Customer's responsibility to verify that the precise words, phrases or subject matter in the English language on the Order Confirmation, in relation to which the Services are required, are correct. Newsaccess accepts no responsibility for the scope, content or number of Articles which its review of the Monitoring List may produce based on the precise words phrases or subject matter so stipulated. Newsaccess's acceptance and Customer's Order shall be given and made subject to the terms and conditions of this Agreement. No binding Agreement shall arise until Customer's Order has been accepted by Newsaccess and confirmed, in writing, by way of an Order Confirmation. Newsaccess shall provide to Customer the Services as detailed in the Order Confirmation. Articles are supplied from the current applicable Monitoring List, a copy of which is available from Newsaccess on request. Any Evaluation Report is prepared from the Articles supplied as a result of Customer's relevant Order or from articles supplied by the customer and any review or amendment of any Evaluation Report requested by Customer based on additional articles or items of information which were not made available by the customer or were not available at the time the report was completed, shall attract an additional fee. Newsaccess may update the Monitoring list from time to time as appropriate. Where Customer is an advertising agency or public relations company, Customer must submit separate Order Forms in respect of each client that they are acting for.
Minimum order durations: Orders must be set up for a minimum of 60 days.
Online Delivery of Service: If you have subscribed for an online service, a Portal will be created for that purpose. Newsaccess's acceptance of your Order gives you the right to access the Portal for searching, displaying and printing on a stored archive from time to time therein for the Permitted Uses during the continuance of this Agreement. For this purpose the Permitted Users are to allow access to the Portal for only the number of licensed users in Customer's organisation as permitted by this Agreement and to use the Portal only for the display of any Articles and Evaluation Reports held within it on screen and to print one copy only of such Articles and/or Evaluation Reports as Customer requires in hard copy form. Customer is obliged to provide Newsaccess as soon as reasonably practicable on request with a statement stating the number of licensed users in Customer's organisation as permitted by this not been seen, used or otherwise dealt with by persons in excess of the number of licensed users. Customer is not permitted to use or allow the use of the Portal or any information held within it for any other purpose and in particular is not permitted to further copy or distribute copies of any Article or Evaluation Report held within it, or digitally store or create any digital archive of Articles; loan, copy or lease Customer's login information for the Portal; transfer Customer's subscription to any third party; or erase, move, delete, deface or otherwise interfere with any copyright notice appearing within the Portal or on any Article, Evaluation Report or other information appearing within the Portal. It is Customer's obligation to ensure it holds any necessary or appropriate licenses for its use of Articles and other information appearing within the Portal and to comply with the terms of such licenses, and Customer indemnifies and agrees to keep indemnified Newsaccess in respect of loss or expenses (including without limitation legal expenses) becoming payable or incurred by it by reason of any third party claim or suit arising from any alleged failure of Customer in this regard.
Fees and payment terms: The fees for the Services are as set out on the Order Confirmation. Customer acknowledges that the fees are subject to change, at Newsaccess's reasonable discretion, in the event of a significant fluctuation in foreign exchange rates. All fees are exclusive of Value Added Tax and all other applicable taxes and duties unless otherwise expressly stated. In sourcing Articles for supply, or for the preparation of an Evaluation Report, Newsaccess will run a search of the Monitoring List for a minimum of 12 months but will continue to run such search until the requirement for the Services is terminated in accordance with this Agreement. Accordingly the minimum fee for the Services is twelve times each of the monthly service fee(s) applicable to the Services. At the beginning of each calendar month, Newsaccess shall invoice Customer for the fees relating to the Services that have been incurred during the applicable month. Customer shall pay to Newsaccess in by cheque or cleared sums in a bank account nominated by Newsaccess the fees for the Services within 30 days of the date of the applicable invoice from Newsaccess. Without prejudice to any other right or remedy available to Newsaccess, Newsaccess shall be entitled immediately and without notice on payment in cleared sums becoming overdue to suspend any further deliveries of Articles to Customer and/or to close any Portal maintained for Customer and delete any Articles or other information contained within such Portal. Newsaccess covers the cost of up to 3 email recipients on a client account to receive NLA articles. Each additional recipient from 4+ incurrs an 12c per NLA article fee. This fee is strictly a copyright charge and is passed directly to the NLA. Newsaccess takes no revenue from the same.
Confidentiality: Except as referred to in this clause, Customer shall not disclose to any third party, and shall treat as strictly confidential all confidential information received, obtained or created by it as a result of entering into or performing this Agreement. Any party may disclose information which would otherwise be confidential if and to the extent: (a) it is required to do so by law or a regulatory or governmental body to which it is subject wherever situated; (b) it considers necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis; (c) the information has come into the public domain through no fault of that party; or (d) each party to whom it relates has given its consent in writing.
Term and termination: This Agreement shall come into effect on the Commencement Date and shall remain in force until terminated in accordance with this Agreement. Either party may terminate this Agreement with immediate effect if the other: commits a material or persistent breach of any of the provisions of this Agreement and fails to remedy such breach (if capable of remedy) within 30 days of receipt of written notice from the other specifying the breach; files for bankruptcy or insolvency or becomes an involuntary participant in bankruptcy or involuntary proceedings. Any such termination shall be without prejudice to any other rights or remedies of either party. Customer may terminate this Agreement at any time after 12 months from the Commencement Date by giving to Newsaccess not less than 30 days' prior written notice which must expire (and thereby terminate this Agreement) on the last day of a calendar month. As of the date of termination Newsaccess will discontinue the Services. However Customer agrees to accept and pay for any Articles or any Evaluation Report that Newsaccess has arranged to provide Customer prior to that date. In the event of termination for any reason any Portal created for the electronic provision of the Services will be permanently closed, all Articles and/or other information stored within the Portal will be destroyed, and neither the Portal nor any Articles or information within it will thereafter be accessible to Customer unless otherwise agreed in writing by Newsaccess.
Data Privacy and Protection: Newsaccess shall only collect personal information about you given to Newsaccess by you or otherwise on behalf of Customer. Newsaccess shall let you have a copy of all personal information Newsaccess has about you should you request it, subject to the payment of a fee. Newsaccess collects and processes information about you so that Customer is able to receive the Services and Newsaccess is able to perform its obligations under this Agreement. Newsaccess may process information about you to inform you of offers, products and services which may be of interest to you and/or Customer by email, by telephone or by mail. In certain circumstances Newsaccess may need to disclose information about you if Customer breaches this Agreement. Newsaccess may also disclose your details if required to do so by law or any other Governmental or law enforcement agency or any copyright licensing body.
Liability: If the performance by Newsaccess of any of its obligations under this Agreement is prevented by circumstances beyond its reasonable control, Newsaccess shall be excused from performance of that obligation for the duration of the relevant event. Without limitation, the following shall be regarded as circumstances beyond Newsaccess's reasonable control: war, civil disturbance, fire, floods, storm, plant breakdown, strikes, non-availability of the Monitoring List or the Articles or supplies, computer or other system failure or interruption, or any other event outside the control of Newsaccess. In the event and during the period of any system failure or interruption Newsaccess shall be entitled to determine the format for the delivery of the Services and shall be entitled to full payment for the delivery of the relevant Services notwithstanding such delivery is not in the format preferred or required by Customer. Newsaccess shall use reasonable endeavours to ensure that the relevant Articles are found and supplied to Customer; however, Newsaccess cannot guarantee that all relevant Articles will be found or supplied. Newsaccess will use reasonable care and skill in the preparation of any Evaluation Report but any such report is limited by the words, phrases or subject matter you provide and the Articles upon which it is based and Newsaccess cannot guarantee the accuracy or fitness for your purpose of any Evaluation Report. Newsaccess shall not accept liability for any errors in sending incorrect Articles or omissions in sending relevant Articles or for errors or omissions from any Evaluation Report based on such Articles. Newsaccess shall offer Customer a credit against future fees due from Customer for each incorrect Article returned to and received by Newsaccess within 7 days of dispatch by Newsaccess provided that a valid reason (in the reasonable opinion of Newsaccess) is provided by Customer as to why the Article is incorrect. Newsaccess shall use reasonable endeavours to ensure that the Articles are accurate. However, Newsaccess does not monitor, verify or endorse any information contained in the Articles and cannot guarantee the accuracy of such information particularly including, without limitation, the transcribing and recording of broadcast media and URLs supplied by Newsaccess. Customer should be aware that such information may be inaccurate, incomplete or out of date, and that the information displayed at a URL at the time of supply may change subsequent to such supply. Newsaccess shall not be liable in any way for any claims arising from Customer's use of the Articles or any Evaluation Report. Time is not of the essence for the delivery of the Services or any part thereof and delivery times cannot be guaranteed by Newsaccess. Newsaccess will use all reasonable endeavours to procure a readable presentation of any Articles and/or Evaluation Report provided, but reserves the right to determine the nature of presentation and gives no warranty or guarantee in relation to the quality of such presentation. Nothing in this Agreement shall exclude or limit Newsaccess's liability for death or personal injury caused by Newsaccess's negligence or for fraud. Subject to the liability which Newsaccess accepts in this Agreement, Newsaccess's aggregate liability to Customer arising out of or in connection with this Agreement shall not exceed the value of the fees and/or charges paid by Customer to Newsaccess under this Agreement in the twelve months preceding the date of the event giving rise to such liability (or in the case of a combination of events, the latest relevant event) or €500 whichever is the greater. Newsaccess shall not be liable to Customer in contract, tort or otherwise howsoever arising out of or in connection with this Agreement for any indirect loss, consequential loss, and loss of profits, data, revenue, business opportunity, anticipated savings, goodwill or reputation.
Intellectual Property: The Articles and any Evaluation Report are supplied for the private and non-commercial use of Customer. Newsaccess is licensed by both the NLI and NLA to scan print publications, electronically copy and distribute articles found. The NLI and NLA reserve the right to prevent Newsaccess from distributing Rights Managed Material to Customer. Unless Licensed by the relevant Copyright Body the Customer shall not: further reproduce, copy (including electronically), distribute, display, sell, publish, broadcast, circulate, delivery, or transmit Copies (whether in electronic or hard copy) either internally or to any third party (with the exception of Public Relations Consultancies and/or Trade/Professional Associations) so as to infringe the intellectual property rights vested in the relevant Copyright Body, the Articles and all Evaluation Reports belong to Newsaccess or its licensors. All rights are reserved. In the event of Customer wishing to further copy and/or supply to others any Article then details of the relevant licensor from which Customer requires a licence will be provided by Newsaccess on request. Newsaccess will remain entitled to payment for all Articles appearing in the relevant Portal whether or not Customer has taken a copy and shall not be responsible or liable for any loss suffered by Customer in relation to Articles deleted. Customer must comply with all copyright and other requirements in relation to Articles received in whatever form including but not limited to procuring the destruction of all copies (whether paper or electronic) of any Articles which Customer is notified are or may be subject to any rights and/or libel issues, and Customer indemnifies and agrees to keep indemnified Newsaccess in respect of loss or expenses (including without limitation legal expenses) becoming payable or incurred by it by reason of any third party claim or suit alleging that Customer's use of the Articles infringes any Intellectual Property Rights belonging to or any other rights of a third party.
General: Any notice to either party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at or sent by prepaid first class post, prepaid recorded delivery or facsimile to the address of the party on the Order Confirmation or as notified in writing from time to time party to it. This Agreement sets out the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all representations, communications and prior agreements (written or oral). Each party acknowledges that: (a) upon entering into this Agreement, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Agreement or not) except those expressly set out in this Agreement; (b) the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of this Agreement; and (c) this clause shall not apply to any statement, representation, or warranty made fraudulently, or to any provision of this Agreement which was induced by fraud for which the remedies available shall be those available under Irish Law. This Agreement shall be governed by and construed in accordance with Irish law and each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of Republic of Ireland.
Notices and Service: Any notice or other information required or authorised by these Conditions to be given by any party may be given by hand or sent (by registered delivery, facsimile transmission, email or comparable means of communication) to the other party at the address referred to in herein or as notified in writing from time to time. Any notice or other information given by post which is not returned to the sender as undelivered shall be deemed to have been given on the third day after the envelope containing same was so posted; and proof that the envelope containing such notice or information was properly addressed registered and posted and that it has not been so returned to the sender shall be sufficient evidence that such notice or information has been duly given. Any notice or information sent by facsimile transmission, e-mail or comparable means of communication shall be deemed to have been duly sent on the date of posting or transmission.