Terms of Service

1. Acceptance

1.1 These terms (“Terms”) cover the use of the Roxhill platform (“Platform”). You accept these Terms by signing an Order Confirmation for a subscription to a Roxhill account, through your use of the Platform, or by continuing to use the Platform after being notified of a change to these Terms.

2. The Platform

2.1 A valid subscription to the Media Database allows Licence users access to various additional products, websites and services. The Platform comprises the paid-for Media Database and various additional products, websites and services that are provided free of charge.

2.2 The subscription to the Media Database provides Licence users unlimited access to the Media Database via the Platform for the duration of the Database Service Term, and reasonable usage of various additional products, websites and services.

2.3 Roxhill reserves the right to revise or amend the format and/or content of the Platform. If Roxhill does amend the format and/or content of the Platform, it shall use commercially reasonable efforts to ensure that there is no materially adverse change in the content, quality or performance of the Platform.

3. Database Service Term

3.1 The standard length of a subscription to the Media Database is 1 year, subject to the length of term stated in the Order Confirmation.

3.2 The Client must provide written notice of their intent not to renew their subscription to the Media Database, such notice to be received by Roxhill at least 30 days before the expiration of the Database Service Term otherwise the Database Service Term shall automatically renew for a further period of 1 year.

3.3 If the subscription is auto-renewed Roxhill shall be entitled to increase the Charges by up to 5% per annum for each further 1-year renewal period.

4. Supply of the Platform

4.1 Roxhill shall use all commercially reasonable efforts to maximise the functioning time of the Platform, and in the event of any downtime will strive to restore operation as soon as possible.

4.2 Roxhill will offer reasonable support and training to the Client as is necessary for the Client to understand and use the Platform effectively. It reserves the right to train the Client remotely via online services.

5. Client Obligations

5.1 The Client shall ensure that all Licence users comply with Roxhill’s End-User Licence Agreement and all other reasonable instructions as to the use of the Platform which Roxhill may give to the Client in writing or posted on the Platform and shall comply with all applicable laws particularly with respect to Data Protection Legislation (see schedule 1).

5.2 The Client will provide Roxhill with a list of the individual users, who they wish to nominate as Licence users on their account and promptly notify Roxhill of any changes to the nominated users. Roxhill will allocate each Licence user with a unique username and password and retains the right to issue new passwords from time-to-time to maintain security of access to the Platform. Passwords for each individual user are required to access the Platform and the Client shall not permit access to or use of the Platform by unauthorised users. The Client will ensure any Licence user only accesses the Platform to perform work for the Client. The Client will monitor use of the Platform by its Licence users; and the Client acknowledges that Roxhill will undertake its own monitoring. In the event of excessive, unusual or misuse of the Platform, Roxhill reserves the right to suspend Licence users’ access to the Platform.

5.3 The Client cannot grant, sublicense or transfer the passwords given to them by Roxhill or any other information concerning Roxhill, the Platform or its system or methodologies to any third party or competitor. Only those provided with passwords can access the Platform and such access must be on behalf of the Client. If Roxhill suspects that passwords have been granted, sub-licensed, transferred or are being used for non-Client purposes then it retains the right to investigate further. This may result in further Charges being incurred, passwords being re-set, suspension or termination of access to the Platform.

5.4 The Client shall not make any permanent copy of any software used in the delivery of the Platform or reverse engineer or decompile any such software, or make derivative works incorporating any of the elements of it, or modify or adapt it in any way, or extract or re-utilise any data, save as is provided for in this Agreement or is expressly permitted by sections 50A, 50B and 50C of the Copyright, Designs and Patents Act 1988 (or any statutory re-enactment thereof).

6. Intellectual Property Rights

6.1 Nothing in this Agreement shall operate to transfer any Intellectual Property Rights from Roxhill to the Client, all Intellectual Property Rights belonging to a party prior to this Agreement will remain vested in that party: Roxhill will own all rights in the Roxhill Content; the Client will own all rights in the Client Content.

6.2 The Client may print hard copy extracts from the Platform solely for internal business purpose provided any and all copyright and proprietary notices are kept intact. The Client may not otherwise copy, alter, vary or modify or transfer its rights to use the Platform to any third party unless Roxhill has given prior written consent.

6.3 Roxhill reserves the right to suspend provision of the Platform and the Client’s access to the Media Database or any of them on becoming aware of any legal regulation, claim, or restriction which requires it to do so, or which may expose it to any liability or claim if it does not do so. In this situation, Roxhill shall inform the Client in writing of such suspension of the Client’s access. If such suspension continues for more than thirty (30) days, the Client shall be entitled to terminate this Agreement forthwith by notice in writing to Roxhill. Roxhill shall, in the event of termination or suspension under this clause, and provided the Client is not at fault or there are any amounts in dispute or owing by the Client, without prejudice to any of the Client’s other rights and remedies arising under this Agreement, refund to the Client any Charges paid on a pro-rata basis from the date on which access to the Platform is suspended up to and including the date on which termination of this Agreement takes effect or access to the Platform recommences (as the case may be).

6.4 The Client shall not reproduce, copy (including electronically), distribute, display, sell, publish, broadcast, circulate, delivery or transmit any content or material within the Platform to any third-party; and it shall be responsible for ensuring that its systems are capable of accessing the Platform. Accordingly, Roxhill shall not be responsible for any failure of the Client to access any element of the Platform due to a failure of the Client’s systems or computer equipment, or third-party systems and / or equipment employed by the Client.

6.5 The Client may add private data to the Platform and in doing so shall not hold Roxhill responsible for maintaining such data and grants Roxhill permission to use such data for any legitimate purposes.

7. Confidentiality

7.1 Both parties shall not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement.

7.2 Upon receipt of a written request, the parties undertake to return immediately to the other all copies of the Confidential Information and to expunge all Confidential Information from any device containing it.

8. Termination

8.1 Either party may terminate this Agreement by written notice to the other where either party has breached the terms of this agreement and has failed to remedy the breach having had 30 days’ notice to do so. If there are undisputed amounts outstanding to the Client, then Roxhill will reimburse the Client within 30 days of termination.

8.2 The termination of this Agreement will not affect any claims or remedies either party may have for breaches of this Agreement that occurred before its termination. Upon any termination of this Agreement: (a) any licences or rights granted by Roxhill to Client or its users shall immediately cease and be rendered void; (b) Client will cease using the Platform and will immediately pay Roxhill any Charges due and payable to Roxhill under or in connection with this Agreement; (c) will maintain the Confidential Information as confidential; and (d) at the request of Roxhill the Client will provide a certificate signed by a duly authorised officer of the Client to that effect that all copies of Confidential Information have been returned and / or expunged from any device containing it.

9. Force Majeure

9.1 Neither Roxhill nor the Client shall be deemed to be in breach of this Agreement or otherwise be liable to the other by reason of any delay in performance or non-performance by any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure, and the time for performance of that obligation shall be extended accordingly.

9.2 In the event that such delay or non-performance continues for a period of fourteen (14) days, the Client shall be entitled to terminate the Agreement forthwith by written notice to Roxhill.

10. Limitation of Liability

10.1 Subject to paragraph 7 of Schedule 1, Roxhill shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

10.1.1 any loss of profits, contracts or loss of business or failure to realise anticipated savings; or

10.1.2 any loss of goodwill or reputation; or

10.1.3 any indirect or consequential losses,

suffered or incurred by the Client arising out of or in connection with any matter under this Agreement.

10.2 Roxhill does not warrant and accepts no liability whatsoever that any information, data or advice it may provide regarding third party copyright is either complete or accurate. The Client acknowledges that the content on the Platform is not generated by Roxhill but is sourced from third parties and Roxhill accepts no liability for such content.

10.3 Roxhill shall not be liable for any losses sustained or incurred by the Client that arise from any breach of its obligations under this Agreement if their performance is prevented or delayed (a) by any act or omission of the Client, (b) the Client’s fraud or negligence, or (c) any content or instructions provided by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form.

11. General

11.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.2 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

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

11.4 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

“Data Protection Legislation” means applicable laws that concern the processing of Personal Data and privacy including where applicable the guidance and codes of practice issued by a supervisory authority (such as the UK Information Commissioner’s Office or other regulator) that are relevant to the conduct of each party under this Agreement, with such applicable law including: (i) unless and until the General Data Protection Regulation (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor or supplementing legislation to the GDPR or the Data Protection Act 2018; (ii) the Data Protection (Processing of Sensitive Personal Data) Order 2000 and the Privacy and Electronic Communications (EC Directive) Regulations 2003;

1. In this Agreement, any data protection terms, including (without limitation) ‘personal data’, ‘processing’, ‘controller’ and ‘data subject’ shall have the meaning ascribed to them in the GDPR.

2. Roxhill’s Privacy Policy forms part of this Agreement and the Client accepts its terms in relation to the storing and use of the Client’s data in connection with the Platform.

3. Both parties shall comply with their respective obligations under applicable Data Protection Legislation.

4. The parties have agreed a clear allocation of their processing responsibilities under this Agreement and shall perform their allocated responsibilities in accordance with this Agreement and applicable Data Protection legislation. In accordance with the requirement to allocate responsibilities under applicable Data Protection Legislation, each party shall:

4.1 provide data subjects with the relevant information required by applicable Data Protection legislation where it collects personal data directly and/or indirectly from data subjects;

4.2 respond to and handle any request it receives that exercises a data subject’s rights under applicable Data Protection Legislation;

4.3 designate a contact point for data subjects, who is authorised to respond to enquiries concerning the collection and/or processing of the personal data (“Contact Point”), and party and notify the other party of such Contact Point. The parties shall take such steps as are reasonably necessary to ensure that the Contact Point is notified to data subjects. The Contact Point will cooperate in good faith with the other party, the data subject and any relevant regulator; and

4.4 notify the other party promptly in the event of a dispute or claim brought by a data subject or any regulator concerning the processing of the personal data against either or both of the parties.

5. Each party shall provide the other party with such co-operation and assistance as may be reasonably requested to assist the other party in complying with its allocated responsibilities (as set out in clause 4 above) and applicable Data Protection Legislation. Such assistance and co-operation includes, but is not limited to, the prompt provision of information that is reasonably requested and notification of any complaints and/or requests made by a data subject or regulator.

6. Upon reasonable request, each party agrees to provide and make available such information as is reasonably required to enable the other party to assess and monitor the other party’s compliance with its obligations under these clauses

7. Where a party is in breach of its obligations under these clauses or any applicable Data Protection legislation (“Defaulting Party”), the Defaulting Party shall indemnify and hold the other Party (“Non-Defaulting Party”) harmless from all claims and all direct losses and liabilities (awarded against, or incurred or paid by, the Non-Defaulting Party as a result of or in connection with such breach by the Defaulting Party of its obligations under these clauses or any applicable Data Protection Legislation up to a maximum aggregate amount of £1,000,000.

Definitions

Charges

mean the charges payable by the Client to Roxhill as set out in the Order Confirmation;

Client

means the person or organisation named as the Client in the Order Confirmation for whom Roxhill has agreed to provide the Platform in accordance with this Agreement;

Client Content

means any and all content, software and other information or materials owned or licensed by the Client and provided by the Client to Roxhill for use pursuant to this Agreement including the Client Data and the Input Material;

Client Data

means the data inputted onto the Platform by the Client or on its behalf (including any and all documents, data, information pictures or other images provided by or on behalf of the Client to enable Roxhill to provide the Platform);

Confidential Information

means any confidential information or materials of any kind and in any form (whether disclosed before or after the date of this Agreement) relating to amongst others the disclosing party or any associated company of the disclosing party including information or materials (or copies thereof) relating to the disclosing party’s business plans, intellectual property (to the extent that the same are not in the public domain), customers or suppliers lists, formats, plans or proposals or any other information whose confidential nature can be reasonably ascertained or presumed by the receiving party;

Force Majeure

means in relation to either of the parties hereto any circumstances beyond the reasonable control of that party;

Intellectual Property Rights

means all present and future rights associated with works of authorship including patent rights and other industrial property rights, trade marks, designs, trade or business names, domain names, copyright and moral rights, database rights, topography rights, rights in know-how, trade secrets, rights of confidence and any other intellectual property rights or right of a similar nature anywhere in the world, whether arising by operation of law or otherwise, registered or unregistered, now known or hereafter invented and including applications for such rights and all extensions, renewals and reversions of such rights;

Media Database

means password protected online portals made available to the Client including but not limited to: Roxhill Alerts, Roxhill Content, Roxhill Data, Roxhill Forward Features, Lists and Streams;

Platform

means any of the following: the Media Database, Feedbacks, Lists, Distribution; Roxhill help desk, Roxhill account managers

Order Confirmation

means the written order confirmation between Roxhill and the Client, confirming the products and/or services that are to be provided by Roxhill to the Client;

Licence User

means an individual employee or third-party contractor of the Client who is authorised in writing by Roxhill and the Client to receive or access the Platform on behalf of the Client;

Roxhill Alerts

means a daily alerts service which details editorial changes in the media.

Roxhill Content

means any and all content, software and other information or materials owned or licensed by Roxhill and provided by Roxhill to Client for use or otherwise used by Roxhill pursuant to this Agreement including the Media Database and the Platform;

Roxhill Data

means journalist and outlet data researched by Roxhill from UK based media or other region-specific media and subscribed to by the Client;

Roxhill Forward Features

means a service of searchable data on planned features and supplements from a range of publications and media across the UK including email updates of relevant forward feature synopsis information;

Lists

means the ability to organize, select and group relevant journalists into contacts lists

Streams

is the ability to track and receive regular updates on what selected journalist’s have written and what has been published in key media outlets

Start Date

as set out in the Order Confirmation

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