Standard Terms & Conditions

1. What does this agreement do?
   This agreement creates a legally binding agreement between Contentive and the Client, whereby Contentive will provide the services as defined in the “Description” box in the Contract Terms (the “Services”) in exchange for the Client paying Contentive the Total Price.

2. How long does this agreement last?
   This agreement starts on the Agreement Date and will last until the Campaign End Date, as stated in the Contract Terms, at which point this Agreement shall automatically terminate. If the Services have not been utilised by the Client by the Campaign End Date, then the Services shall expire, and this Agreement shall terminate with no obligation on Contentive to deliver the undelivered Services. If the Services have not been fully delivered by the Campaign End Date for reasons other than the Client not utilising the Services, then Contentive reserves the right to continue delivering the Services (or Services of equivalent value) until fully delivered.

3. How can the Client pay for the Services?
   The Client will receive an invoice from Contentive upon signing of the agreement, and the Client must pay the amount on the invoice (without setoff) via bank transfer into Contentive’s bank account within 30 days from the date of the invoice. If the Client fails to pay on time, then Contentive may add simple interest on top of the amount due (accruing on a daily basis from the final date for payment until the actual date of payment, whether before or after judgment), at a rate of 4% per year above the Bank of England’s base rate which is current at the date payment became overdue. In the event an invoice remains outstanding for 120 days or more, Contentive shall have the right to refer the unpaid invoice to a third-party collection agency without Client’s consent. The Client hereby agrees to reimburse Contentive for any and all monies associated with the recovery of any unpaid invoice(s) (which shall be in addition to the Client paying the amount of the unpaid invoice(s)).

4. Who owns what?
   Any and all intellectual property rights that subsist in the content created by Contentive belong exclusively to Contentive or its third-party licensors, including without limitation any and all intellectual property rights in the artwork for banners, newsletters, mailshots, articles and reports. (“Contentive IP”). Any and all intellectual property rights that subsist in materials provided by Client to Contentive shall belong exclusively to the Client, including without limitation any trade marks, service marks, logos or content provided by Client to Contentive (“Client IP”).

5. Does this agreement grant Contentive the right to use the Client’s IP?
   Yes, this agreement gives Contentive the right to use the Client IP for the purpose of delivering the Services to the Client, which shall include without limitation posting the Client IP on the Client Website(s). In each case, the Client IP may remain on the Contentive Website(s) for longer than the duration of this agreement. Such Client IP may be removed at the request of the Client at any time. Any use of the other party’s property other than as envisaged by this agreement will be a material breach of this agreement, allowing the non-breaching party the right to immediately terminate this agreement. For the avoidance of doubt, “Contentive Website(s)” means any of the following URLs: https://www.contentive.com/; www.accountancyage.com; https://the-cfo.io; https://www.theglobaltreasurer.com/; https://www.infinite-intelligence.net/; https://www.bobsguide.com/; www.hrdconnect.com; www.clickz.com; https://www.searchenginewatch.com/.
   

6. Can Contentive say that the Client is one of Contentive’s clients?
   Yes, Client hereby gives Contentive permission to use the Client’s name and logo on Contentive’s website solely for the purpose of identifying the Client as one of Contentive’s clients. This permission can be withdrawn by the Client at the end of the agreement by requesting in writing to Contentive that they wish to be removed from the website(s), and Contentive agrees to comply with this request within 30 days of the date of termination of this agreement.

7. Is this agreement confidential?
   Yes, the terms of this agreement, and any information which would reasonably be considered confidential that is received by either party in connection with this agreement is confidential, and each party hereby agrees to keep the terms of this agreement and the other party’s confidential information, confidential, for the duration of this agreement and for ten (10) years after this agreement ends. This means, either party must use reasonable security mechanisms to protect the confidential information, and not divulge the confidential information to any third party without the other party’s prior written consent. The only exceptions are if a party is required to divulge confidential information (i) as required under permitted law – in which case, the party may do so, but it shall inform the other party as soon as reasonably practical (if it is lawfully able to do so), (ii) to our professional advisors, (iii) in connection with the proposed transfer of any or all of our rights and obligations under this agreement to a third party (iv) in connection with the proposed sale or reorganisation, merger, consolidation, acquisition, or other restructuring involving any or all of our voting securities or assets, (v) in connection with ordinary course discussions with members of the board of directors of either party, or (vi) in connection with any funding or equity investment negotiations with third parties where details of the agreement are part of a due diligence process and such third parties have signed confidentiality agreements. If either party breaches any of the confidential obligations in this clause, then such breach will be a material breach, and the non-breaching party may immediately terminate this agreement.

8. Is there any personal data involved in this agreement?
   Yes, our audience members provide us with their personal data in order for us to provide them with Services. This data is provided to Contentive under one of two basis, consent or legitimate interest.
   
   Furthermore, by providing this data our audience members agree that Contentive may share this data with the following third parties for the purposes of provision of Services or providing ancillary services and/or marketing:
   • The Client for each campaign, HubSpot, Marketo, Google , IntentPro, Microsoft, BC India, Alchemer, AWS, AWS Hosting- ON Demand, Blubrry Podcast Hosting, Chaser, Freshworks, Hootsuite, Leadpages.com, Mailgun, Mighty Networks, Otter, Pickitt, Streamyard, Typeform, Zapier, Pinecone Systems, Orbit Labs
   The Client acknowledges and agrees that Contentive may process its personal data in accordance with its privacy policy pursuant to the lawful basis of performing its obligations under this Agreement.
   
   Subject always to the data subject(s) providing their consent or there being a legitimate interest in accordance with the Data Protection Legislation, Contentive shall provide details of readers of the Advertisement including the readers’ first name, last name, company name, job title, email address, telephone number, primary location (city/country) and additional data relating to the data subject’s company (e.g. age of business, size of business (turnover) and size of business (employees)) (the “Data”) to the Client for the purposes of the Client contacting the data subject to promote its products and/or services which may include without limitation a follow up phone call by the Client to the reader to verify the reader’s interest in the Client’s products and/or services (the “Purpose”).
   
   The Client undertakes to Contentive that it shall strictly process the Data solely for the Purpose and for no other reason whatsoever and that it shall not, under any circumstance, transfer the Data without Contentive’s express prior written consent. The Client further undertakes to Contentive that it shall:
   (i) ensure the data subjects are able to easily opt-out of receiving further communication from the Client should they wish, and
   (ii) immediately delete or transfer all or any part of the Data upon request by Contentive or a data subject after consulting with Contentive. The Client further hereby indemnifies, and shall keep indemnified, Contentive and its group companies, officers and employees (the “Indemnified Parties”) from and against any and all costs, liabilities, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Indemnified Parties arising from or in any way relating to any breach of the Client’s undertakings in this paragraph.
   
   The Parties shall also comply with the Schedule (Data Protection) as set out below.
   
   For further details as to how customer data is handled please see the below Schedule and our Privacy Policy at https://www.contentive.com/privacy-policy/.
   

9. What happens if something beyond Contentive’s reasonable control happens which prevents or delays Contentive from providing the Services?
   If something beyond Contentive’s reasonable control happens, which prevents or delays Contentive from providing the Services, including without limitation any government-imposed restrictions or government guidance and/or recommendations, (each a “force majeure event”) then Contentive won’t be in breach for failing to perform such obligations, but only to the extent that such obligations are delayed or prevented by a force majeure event. Contentive will use its reasonable endeavours to keep the Client updated on the impact of the force majeure event on Contentive’s ability to perform its obligations under this agreement. Should the impact to Services include the postponement or cancellation of the Services or part of the Services, Contentive will endeavor to reschedule the affected Services and the Client may transfer their Services to the new scheduled date or to an alternative product within Contentive’s services, provided that if the alternative product is more expensive than the Services the Client paid for under this Agreement, the Client shall pay the difference in price to Contentive within thirty (30) days of opting to change to the alternative product.

10. Are there limits to what either party can sue for, if anything were to go wrong?
    Other than for liability arising as a result of fraud, or liability arising under anything which can’t be limited or excluded by law (which, for the avoidance of doubt, shall be unlimited), yes, each party’s total liability to the other party shall be limited to an amount equal to the Total Price payable by the Client to Contentive in the preceding 12 months to when the claim arose. Furthermore, Client agrees that it cannot hold Contentive liable for any non-direct and/or consequential losses including loss of profits and loss of business.

11. Can this agreement end earlier?
    This agreement can only end earlier than envisaged under clause 2 if the other party (the “Affected Party”): (A) commits a material breach or a breach capable of remedy which isn’t remedied within 30 days of notification of the breach, (B) becomes insolvent, or (C) ceases to carry on its business. In such instances, the non-Affected Party can immediately terminate this agreement by providing the Affected Party with notice to that effect.

12. What happens after this agreement ends?
    (A) Each Party may continue using the other party’s intellectual property as laid out in clause 5, unless the Client withdraws permission under the rules set out in clause 5, (B) the Client must pay Contentive any outstanding monies due for the provision of the Services up to and including the termination date and (C) Contentive is under no obligation to refund any portion of the Total Price and/or any other fees and/or any other charges which have already been paid by the Client to Contentive.

13. Are the parties required to adhere to applicable law when performing their respective obligations under this agreement?
    Yes, each party must comply and (at its own expense) ensure that in the performance of its duties under this agreement will comply with all applicable laws and regulations.

14. Can a third party sue either party under this agreement?
    No, this agreement does not give any person who is not a party to it any right to enforce any of the terms of this agreement.

15. IMPORTANT DISCLAIMER!
    The data provided as part of the Services is inputted by third parties and therefore we cannot guarantee its accuracy. As such, we hereby disclaim any and all responsibility and liability which may arise from your reliance on our data, and we exclude, to the fullest extent allowed by applicable law, any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result.

16. How can this agreement be amended?
    Any terms contained within the Contract Terms, other than (i) the email addresses and addresses noted in the Contract Terms and (ii) the duration of the agreement as noted in the Contract Terms, each of which can be amended by email alone, can only be amended by written agreement signed by representatives for and on behalf of each party.

17. How can notice be served on a party?
    Notice can be served by a party sending a letter or an email to the other party, at the addresses set out in the Contract Terms (as may be updated from time to time, including by email). Notice will be deemed received (A) two (2) days after posting, if notice is sent by registered mail or (B) immediately on transmission of an email, if notice is sent by email, but only if the sender doesn’t receive a bounce back email saying that the email wasn’t successfully transmitted to the intended recipient.

18. Can each party assign this agreement to another party?
    Yes, Contentive can assign its rights and benefits under this agreement to any third party without the Client’s consent, and the Client can assign its rights and benefits under this agreement only with Contentive’s prior written consent.

19. What happens if any part of this agreement becomes illegal or invalid under applicable law?
    If any clause in this agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced): then (A) the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and (B) without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.

20. What happens if there is a conflict between the Contract Terms and these Standard Terms and Conditions?
    If there is a conflict between any of the Contract Terms and these Standard Terms and Conditions, the Contract Terms shall prevail.

21. Are there any other documents, materials or conversations which form part of this agreement? No, the parties agree that this agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22. Can either party make a public announcement about this agreement?
    Other than Contentive’s ability to include the Client’s name and logo on its website identifying the fact that the Client is one of Contentive’s clients, no – neither party can make a public announcement about this agreement (including without limitation any of the terms of this agreement), without the other party’s prior written consent.

23. Does this agreement create a partnership or agency?
    No, the parties are independent contractors and nothing in this agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.

24. Waiver
    No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

25. Can this agreement be signed in counterparts?
    Yes, this agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when executed and delivered shall be an original, and such counterparts taken together shall constitute one and the same agreement. This agreement shall not be effective until each party has signed one counterpart. A PDF attachment of a counterpart delivered by email shall be valid under this clause 25.

26. What law governs this agreement?
    This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

27. Which courts have jurisdiction to hear any dispute that arises under this agreement?
    The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

Schedule - Data Protection

1. DEFINITIONS
   “Data Controller”
   Has the meaning given to ‘Data Controller’, or ‘Controller’ as appropriate, in the Data Protection Laws;

   “Data Breach”
   Means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;

   “Data Protection Laws”
   Means any and all laws, statutes, enactments, orders or regulations or other similar instruments of general application and any other rules, instruments or provisions in force from time to time relating to the processing of personal data and privacy applicable to the performance of this Agreement, including where applicable the Data Protection Act 1998, the Data Protection Bill, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and the GDPR (Regulation (EU) 2016/679), as amended or superseded; “Personal Data” has the meaning given in the Data Protection Laws.

2. DATA PROCESSING

   2.1. Where Client, pursuant to this Agreement, processes Personal Data it receives pursuant to this Agreement, the Parties acknowledge and agree that the Client shall be acting as a Data Controller and Contentive shall also be acting as a Data Controller.

3. COMPLIANCE WITH DATA PROTECTION LAWS
   3.1. The Client warrants that it has complied, and shall continue to comply, with the requirements of the applicable Data Protection Laws and all other data protection legislation in any jurisdiction relevant to the exercise of its rights or the performance of its obligations under this Agreement.

4. DATA PROCESSING OBLIGATIONS
   4.1. In respect of any Personal Data it receives from Contentive pursuant to this Agreement, the Client shall:

   4.1.1. have in place and at all times maintain appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk and shall implement any reasonable security measures as requested by Contentive from time to time;

   4.1.2. not engage any sub-processor without the prior specific or general written authorisation of Contentive or the data subject (and in the case of general written authorisation; the Client shall inform Contentive of any intended changes concerning the addition or replacement of other processors and Contentive shall have the right to object to such changes);

   4.1.3. ensure that each of the Client’s employees, agents, consultants, subcontractors and subprocessors are made aware of the Client’s obligations under this Schedule and enter into binding obligations with the Client to maintain the levels of security and protection required under this Schedule. The Client shall ensure that the terms of this Schedule are incorporated into each agreement with any sub-processor, subcontractor, agent or consultant to the effect that the sub-processor, subcontractor, agent or consultant shall be obligated to act at all times in accordance with duties and obligations of the Client under this Schedule. The Client shall at all times be and remain liable to Contentive for any failure of any employee, agent, consultant, subcontractor or sub-processor to act in accordance with the duties and obligations of the Client under this Schedule;

   4.1.4. (at no additional cost to Contentive) within 7 days following the end of the term of this Agreement, deliver to Contentive (in such format as Contentive may require) a full and complete copy of all Personal Data, and, following confirmation of receipt from Contentive permanently remove the Personal Data (and copies) from the Client’s systems, and the Client shall certify to Contentive that it has complied with these requirements, and such Personal Data shall remain confidential in perpetuity;

   4.1.5. ensure that all persons authorised to access the Personal Data are subject to obligations of confidentiality and receive training to ensure compliance with this Agreement and the Data Protection Laws;

   4.1.6. provide assistance to Contentive, within such timescales as Contentive may require from time to time, at no charge to Contentive, in connection with the fulfilment of Contentive’s obligation as Data Controller to respond to requests for the exercise of data subjects’ rights pursuant to Chapter III of the GDPR to the extent applicable;

   4.1.7. provide Contentive with assistance in ensuring compliance with articles 32 to 36 (inclusive) of the GDPR (concerning security of processing, data breach notification, communication of a personal data breach to the data subject, data protection impact assessments, and prior consultation with supervisory authorities) to the extent applicable to Contentive, taking into account the nature of the processing and the information available to the Client;

   4.1.8. at no additional cost to Contentive, deal promptly and properly with all enquiries or requests from Contentive relating to the Personal Data and the data processing activities, promptly provide to Contentive in such form as Contentive may request, a copy of any Personal Data requested by Contentive;

   4.1.9. (at no additional cost to Contentive) assist Contentive (where requested by Contentive) in connection with any regulatory or law enforcement authority audit, investigation or enforcement action in respect of the Personal Data;

   4.1.10. immediately notify Contentive in writing about: a) any Data Breach or any accidental loss, disclosure or unauthorised access of which the Client

    becomes aware in respect of Personal Data that it receives from Contentive; b) any request for disclosure of the Personal Data by a law enforcement authority (unless otherwise prohibited); c) any access request or complaint received directly from a data subject (without responding other than to acknowledge receipt).

Contentive Media Limited and Heme Health act as joint data proprietors. Personal data information will be shared between both entities as detailed in our Privacy Policy.