Privacy Policy
The Media Buzz - Company Privacy PolicyThis privacy policy statement sets out the company policy with respect to the collection, processing and storage of all data held by us.
We are a business-to-business specialist marketing service and we act on behalf of a wide range of clients. We respect the privacy needs of our valued customers and are committed to safeguarding any data held by us.
Some of our e-mail campaigns, Microsites or websites offer links through to websites owned or operated by our clients. We have no influence or control over these third party websites and consequently we take no responsibility or liability for any privacy issues which arise on them, including as to the collection, processing or storage of any data. We would strongly recommend that any person clicking through to one of these third party websites check for themselves the relevant privacy policy.
We may collect identifiable information about our contacts through the following means:
The elements of data that we collect and store generally includes the following:
We do not intend to collect any personal data that might be regarded as sensitive, such as relating to ethnic origin or health or criminal convictions or personal financial information.
We also collect information automatically by collecting 'clicks' on information that we send to our contacts. We use this information to measure overall interest in each area of marketing to enable us to focus more on those sectors which our clients are most interested in. We may also receive information through server logs from web browsers, including the I.P. address.
In delivering our services on behalf of our clients, we do not currently use cookies or other technologies to facilitate access to information on the recipient's equipment. Cookies are small amounts of code, which are downloaded into a location within the recipient's computer and are configured so as to recognise the privacy settings that have been set up on that computer. We reserve the right in the future to use cookies or other technologies to gather information on the recipient's equipment and, should we do so, these cookies would originate from us and may be used in the tracking of e-mails that we send out.
All data is stored on our own servers, which are located within the United Kingdom. We believe that our storage procedures are robust and secure but we cannot guarantee that loss, misuse or alteration will not occur.
All data is used either for the transmission of e-mail marketing messages, offers or information on behalf of our clients or for further communication by ourselves. We do not sell or rent any data to anyone. Information of customer or contact interest in a particular marketing campaign may be passed on to our client when questionnaires within our e-mail marketing communications have been completed and also when our marketing e-mails have been clicked through to our Microsites. Our client may use this information to contact our customers or contacts only in relation to the product or service advertised.
We will disclose our corporate and personal data to appropriate bodies where we are required to do so in order to comply with any legal or regulatory obligations.
Terms and Conditions
Terms and conditions – Website Services Agreement1. DEFINITIONS AND INTERPRETATION
In this Agreement unless the context requires otherwise:
Additional Charges means the charges payable by the Client for Additional Services;
Additional Services means any services provided by The Media Buzz to the Client in addition to the Services as set out in clause 10;
Affiliate means any subsidiary company of The Media Buzz, or the Client, as appropriate, any holding company of The Media Buzz, or the Client, as appropriate and any subsidiary of such holding company, 'subsidiary company' and 'holding company' having the meanings as defined in the Companies Act 1985;
Agreement means together, the details on the front of this document and these terms and conditions;
Charges means the Fixed Charge, the Hosting Charge and the Additional Charges as appropriate, payable as set out on the front page of this Agreement exclusive of Value Added Tax payable from the Commencement Date;
Client means the sole trader, partnership or limited liability company client of The Media Buzz set out on the front page of this document in this Agreement;
Commencement Date means the commencement date specified on the Agreement (or, where no commencement date is specified, the date of the Agreement);
Confidential Information means information of a confidential nature belonging to either party including but not limited to trade secrets, business dealings, transactions or affairs of either party to the Agreement which may come to the notice of the other party or any of its Affiliates during the Agreement and any information relating to the technologies and products being used to develop the Services made available by The Media Buzz to the Client;
Content means the contents of and any material of whatever nature contained
in (without limitation) any brochure, catalogue, promotional material,
Internet website or other medium, whether written, audio-visual or otherwise,
or all other content obtained, sent or forwarded by or on behalf of the
Client in using all or any of the Services or the Additional Services;
Design Brief means the details of the Services together with the information
set out in the attachment entitled 'Design Brief';
Fixed Charge means the single charge as set out on the face of this Agreement for the Services excluding the Hosting Charge;
Hosting Charge means the annual charge for the Hosting Services;
Hosting Services the Hosting of the Client's website developed by The Media Buzz on servers in accordance with the Hosting Service Level Agreement;
Hosting Service Level 'means' the Hosting Service Level Agreement as
Agreement identified on the face of this agreement and available at http:www.amteus.com/media/servicelevel
and updated on each anniversary of this Agreement;
HTML means Hypertext Mark Up Language being the language used to create documents on the World Wide Web;
IPR means the intellectual property rights, copyright, patents, trade marks, service marks, design right, format rights, look and feel, know how, confidential information, moral rights, rights of privacy or publicity, domain names and any other intellectual or industrial property rights (whether registered, registerable or not and including any applications to register the same) wherever in the world enforceable, including any renewals of registrations of the same;
Link means a hypertext link between one page of an Internet website to another page of an Internet website or a hypertext link between a website and another website using any HTML, XML or other recognised process required to facilitate navigation between pages on the Internet;
Materials means the final products of the Services under this agreement requested by the Client and provided according to the Design Brief;
Services means the services identified on the front page of the Agreement and the services and Additional Services set out in clauses 9 and 10 of this Agreement;
Working Day means 9am to 5.30pm Monday to Friday excluding Public Holidays
in England and Wales;
The Media Buzz means The Media Buzz Ltd.
2. PROVISION OF THE SERVICES
2.1 In consideration of the Client paying the Charges in accordance with
this Agreement The Media Buzz shall provide the Services to the Client in accordance
with this Agreement.
3. DURATION OF AGREEMENT
3.1 The Agreement shall commence on the Commencement Date and shall continue
until the Services have been approved by the Client, delivered by The Media Buzz and
paid for in full.
4. CHARGES AND PAYMENT
4.1 The Client acknowledges that the Fixed Charge is a single charge as
set out on the face of this Agreement for the Services.
4.2 A deposit of 50% of the Fixed Charge shall be payable on the Commencement
Date. Thereafter, if the Client has passed The Media Buzz's credit checks pursuant
to clause 4.6 below, the outstanding balance of the Fixed Charge shall
be payable on the Completion Date. The Media Buzz shall issue a VAT invoice in respect
of the Fixed Charge and any other Charges
4.3 The Client acknowledges that the Hosting Charge is the annual charge
payable for each year of the provision of Hosting Services. The Media Buzz shall invoice
the Client in advance of the year in which Hosting Services will be provided.
If any invoice for such Charge is unpaid, The Media Buzz shall be entitled to cease
providing Hosting Services.
4.4 The Charges shall be exclusive of VAT or any other taxes subject to
UK tax legislation.
4.5 All The Media Buzz invoices are due and payable within seven days of the date
of The Media Buzz's invoice.
4.6 The Media Buzz may undertake appropriate credit checks on the Client before providing
the Services and the Client shall provide all assistance and permissions
reasonably required to undertake such checks. The Media Buzz reserves the right to
cancel this Agreement without penalty at its sole discretion following
receipt of the result of such checks.
4.7 Payment of all Charges, expenses and other payments (including any
Additional Charges) shall be made in full and free from any deductions,
rights of set-off, counterclaims or liens except where otherwise provided
for in this Agreement.
4.8 In the event of late payment by the Client and in addition to and notwithstanding
any provisions and remedies for late payment contained in this Agreement
or otherwise The Media Buzz may also choose to terminate or suspend performance of
this Agreement.
4.9 If The Media Buzz terminates this Agreement due to the Client's default or breach,
any and all outstanding sums, including without limitation any unpaid instalments
of the Fixed Charge payable to The Media Buzz under this Agreement, will immediately
become due and payable in full.
4.10 Payments which are not received when payable will be considered overdue
and will remain payable by the Client together with interest for late payment
from the date payable at the rate of 4% per annum above the base rate for
the time being of Barclays Bank plc. This interest will accrue on a daily
basis and be payable on demand. The Media Buzz reserves the right to claim interest
under the Late Payment of Commercial Debts (Interest) Act 1998.
5. The Media Buzz RESPONSIBILITIES
5.1 The Media Buzz shall use its reasonable endeavours to provide the Services and
deliver the Materials by the due dates (if any) set out in this Agreement.
In the delivery of the Materials and Services time shall not be of the
essence for the purposes of this Agreement.
5.2 The Media Buzz shall use all reasonable endeavours to ensure that its staff and
associates comply with any relevant site rules and regulations notified
to The Media Buzz in writing when at the Client's premises.
6. CLIENT RESPONSIBILITIES
6.1 The Client must provide The Media Buzz with the Content in agreed format and on
the agreed medium for the Services, within the time period set out in the
Design Brief.
6.2 The Client accepts sole responsibility for all Content in any Materials.
6.3 The Client shall use all reasonable endeavours:
6.3.1 to co-operate with The Media Buzz in order to facilitate the timely provision
of the Services and Materials;
6.3.2 to ensure that the Client's employees comply with The Media Buzz site procedures
and regulations notified to the Client in writing when at The Media Buzz's premises;
6.3.3 to keep all passwords secret and to take all necessary precautions
to prevent them being used by or known to an unauthorised party or persons
or from being used for any unauthorised or fraudulent purpose;
6.4 The Media Buzz excludes all liability in respect to the use by any party of any
Links requested to be included in the Materials by the Client and for the
Content and the Client shall indemnify in full The Media Buzz, to the extent provided
in clause 15.1, against any actions, proceedings, claims and/or demands
and all and any damages, costs, expenses and any other liability whatsoever
and howsoever arising out of any use by the Client, Affiliate of the Client
or any other party (including for the avoidance of doubt The Media Buzz) of any such
Link or the Content.
6.5 Any use by the Client or any Affiliate of the Client of Links which
enables the Client or Affiliate of the Client to enter into a website or
pages within a website operated by a third party shall be made entirely
at the discretion and responsibility of the Client or Affiliate of the
Client, as appropriate, and The Media Buzz excludes all liability for any content
contained in any such website and in respect of any transactions of whatever
nature arising from the Link to such website.
7. DEVELOPMENT AND APPROVAL OF MATERIALS
7.1 The Media Buzz shall notify the Client upon completion of the design and development
of the Materials in accordance with the Design Brief (the "Completion
Notice") and shall send or make available the final draft of the Materials
at that time.
7.2 The Client shall be deemed to have received the Completion Notice and
Materials in accordance with the provisions of clause 19.6, and must notify
The Media Buzz of its acceptance or rejection of the Materials within 7 Working Days
of the date of the Completion Notice.
7.3 If the Client does not notify The Media Buzz of its decision within 7 Working
Days of the date of the Completion Notice, then the Client will be deemed
to have accepted the Materials as complying fully with the Design Brief.
7.4 If the Client notifies The Media Buzz of its rejection of the Materials then the
Client must set out in reasonable detail its reasons for rejection and
specify the adjustments that, in its opinion, should be made in order to
comply fully with the Design Brief.
7.5 Provided that The Media Buzz, acting reasonably, agrees to the reasons for rejection,
The Media Buzz shall amend the Materials to be in accordance with the Design Brief
and re-submit to the Client for approval. If The Media Buzz does not agree with the
reasons for rejection it shall set out its reasons in writing and send
to the Client and invite the Client to respond. If, after 7 Working Days
of the date of posting the reasons to the Client, The Media Buzz has not received
a response from the Client, the Materials shall be deemed accepted.
7.6 The date on which the Client accepts or is deemed to have accepted
the Materials shall be the completion date (the 'Completion Date').
8. DELAY BY CLIENT
8.1 If any delay or failure in the Client's performance of the Client's
obligations under this Agreement causes The Media Buzz delay in the performance of
its obligations under this Agreement and/or causes The Media Buzz to incur additional
costs, then The Media Buzz shall be entitled to a proportionate extension of time
to meet its obligations under this Agreement to take account of the impact
caused by such delay and the Client shall reimburse The Media Buzz for any such costs.
9. SERVICES
9.1 The Media Buzz will provide the following Services: design, develop and deliver
the Materials utilising the Content specified on the face of this Agreement
(including but not limited to website design, audio-visual promotional/marketing
material, brochures, catalogues, promotional materials, PowerPoint presentations
and intranets) in accordance with the Design Brief.
9.2 The Media Buzz will also provide separate Hosting Services in accordance with
the Hosting Service Level Agreement.
9.3 Where the Client does not provide The Media Buzz with Content for the services
selected within the time period set out in the Design Brief, The Media Buzz shall
have the right to charge the Client an additional administration charge
of up to £1,000 (the "Administration Charge").
9.4 Where the Client does not provide The Media Buzz with Content for the services
selected within 14 days of the Commencement Date, The Media Buzz shall then have the
sole discretion to terminate this Agreement and the Client shall be liable
to pay all the outstanding balance of the Charges as well as the Administration
Charge set out in this Agreement.
9.5 The Media Buzz may periodically request updated Content from the Client. Where
the Client does not provide such content within 14 days of The Media Buzz's request,
The Media Buzz may reuse any previously agreed Content provided by the Client.
9.6 The Media Buzz reserves the right to amend any and all of the procedures relating
to the operation of the Services from time to time at its absolute discretion.
10. ADDITIONAL SERVICES
10.1 The Client may request Additional Services from The Media Buzz in writing and
The Media Buzz shall provide such Additional Services subject to acceptance by The Media Buzz
of such request and the Client's agreement to pay the Additional Charges
notified to the Client.
10.2 Additional Services or circumstances giving rise to Additional Charges
may include but shall not be limited to:
10.2.1 E-commerce/setting up the Client's e-commerce account;
10.2.2 website maintenance renewal and changes after the Completion Date;
10.2.3 editorial and/or creative input by The Media Buzz into, but not limited to,
the Materials;
10.2.4 Client requests to vary the Services;
10.2.5 costs of use of third party materials within the Materials;
10.2.6 a change to the Services caused by a change in Client instructions
or change to the Services resulting from inaccuracy, delay or other circumstances
attributable to the Client.
11. IPR AND RIGHTS
11.1 All IPR arising from the carrying out of the Services are and shall
be owned by The Media Buzz. Any IPR in any information, software, connectivity, configuration
and data provided by the Client or by a third party on the Client's behalf,
which The Media Buzz requires for the provision of the Services, shall remain vested
in the owner of such IPR. Subject to clause 11.3 below the Client is hereby
granted a limited licence to use all such IPR for the purposes of using
the Materials for the purposes for which they were intended.
11.2 The Client hereby grants The Media Buzz a non-exclusive, royalty free licence
to use the Client's IPR required by The Media Buzz to provide the Services including
the Hosting Services or Additional Services.
11.3 When the Client has paid in full any and all sums due to The Media Buzz from
it (whether under this Agreement or otherwise) the Client shall be entitled
to the ownership of all IPR subsisting in the Materials that have been
specifically created for the Client's Materials only (and excluding for
the avoidance of doubt those rights belonging to a third party, The Media Buzz's background
IPR and IPR created for other clients or generally before the Commencement
Date) and The Media Buzz will at the Client's request and with the Client bearing
all third party costs, sign or execute a legal assignment to give effect
to this clause.
11.4 The Client agrees that The Media Buzz may use any trademark or logo of the Client
on the The Media Buzz website or in any advertising or promotional material. In addition
the Client warrants that it accepts full liability for the use of any third
party Supplier's logo provided by the Client for the purposes of endorsing
or promoting the Client's company.
11.5 The Client acknowledges and accepts that The Media Buzz is the legal and beneficial
owner of the copyright and all other IPR, logos and trade names of The Media Buzz
and in all software utilised in providing the Services and the Client undertakes
that it shall not, either alone or with any other party or parties seek
to challenge the ownership of The Media Buzz of any or all such IPR.
11.6 The Media Buzz may use the Client's name and IPR to identify the Client as being
one of its clients in its publicity and promotional material so long as
the authorisation box is marked as agreed on the face of this Agreement.
12. WARRANTIES
12.1 The Client warrants that the Content provided by it shall not include
any material which is or may:
12.1.1 be in breach of any code, regulation or legislation;
12.1.2 contain obscene, defamatory, abusive, threatening or harassing material,
or material which may otherwise violate the legal rights of any individual
group or organisation;
12.1.3 contain or Link to pornographic or sexually explicit content, racially
or ethnically objectionable content, content that directly or indirectly
promotes the use of illegal substances, content that violates laws or regulations
to protect minors, or other content deemed to be offensive or inappropriate
by The Media Buzz;
12.1.4 breach any copyright, logo, trademark or other IPR of any, including
for the avoidance of doubt, The Media Buzz;
12.1.5 contain any computer virus, trojan horse, worm or other code or
files that could damage or harm or otherwise disrupt the operations of
another person's computer or storage device or violate the privacy or security
of any individual, group or organisation;
12.1.6 perform or promote any illegal or unacceptable activities such as
any illegal contests or promotions, pyramid schemes or starting or forwarding
chain letters;
12.1.7 impersonate, use the name of (without expressed permission) or misrepresent
any individual, group or organisation.
12.2 The Media Buzz will use all reasonable care and skill in the provision of the
Services and will use reasonable efforts to undertake the Services within
a reasonable time.
12.3 The above contains the only warranties and representation relating
to the Services provided by The Media Buzz and any and all terms or warranties not
included in this Agreement or implied by statute, custom, trade or rule
of law are hereby excluded.
12.4 Except as expressly set out in this Agreement, The Media Buzz gives no warranties
in relation to third party software or in relation to any equipment or
hardware that may be used in the carrying out of the Services, or that
may be used by the Client in relation to the Services.
13. CONFIDENTIALITY
13.1 Each party recognises that under this Agreement it may have access
to or otherwise receive Confidential Information. Each party agrees to
use all reasonable endeavours not to divulge the other party's Confidential
Information to any of its employees or sub-contractors who do not need
to know it, and to use all reasonable endeavours to prevent its disclosure
to or access by any third party without the prior written consent of the
disclosing party.
13.2 The provisions of Clause 13.1 shall not apply to the whole or any
part of the Confidential Information to the extent that it is already in
the other's possession or in the public domain other than as a result of
a breach of this Clause 13 or which the other is required to disclose by
reason of a statutory or regulatory requirement having the force or law
or by reason of an order of a court of competent jurisdiction and identify
the Client.
13.3 The rights and obligations of the parties under this Clause 13 shall
subsist for five years following expiry or termination of this Agreement
howsoever caused.
14. THE DIRECT DEBIT GUARANTEE
14.1 This Guarantee is offered by all Banks and Building societies that
take part in the Direct Debit Scheme. The efficiency and security of the
scheme is monitored and protected by the Client's own Bank and Building
Society.
14.2 If the amounts to be paid or the payment date change The Media Buzz will notify
the Client 5 working days in advance of its account being debited or as
otherwise agreed.
14.3 If an error is made by The Media Buzz or the Client's Bank and Building Society,
the Client is guaranteed a full and immediate refund from its branch of
the amount paid.
14.4 The Client can cancel a Direct Debit at any time by writing to its
Bank or Building Society with a copy of its letter to The Media Buzz.
15. INDEMNITIES, INSURANCE AND LIMIT OF LIABILITY
15.1 The Client will indemnify and hold The Media Buzz harmless against all and any
actions, proceedings, claims and/or demands and all and any damages, costs,
expenses and any other liability whatsoever and howsoever arising out of
any Content (whether subsequently removed by The Media Buzz or altered or amended
by The Media Buzz) in any Materials.
15.2 If The Media Buzz fails to comply with any of its obligations under this Agreement,
the Client shall give The Media Buzz a reasonable opportunity to comply with its obligations
(and The Media Buzz shall provide such work free of charge provided that the failure
is not caused by any failure by the Client to comply with any of the Client's
obligations under the Agreement).
15.3 If The Media Buzz fails to comply with the Hosting Services in accordance with
the Service Levels specified in this Agreement, it agrees to provide a
proportional reduction in the Hosting Charge for the following year.
15.4 The Media Buzz shall not have any liability to the Client for any claim whether
arising from negligence, breach of contract or otherwise to the extent
that the same is or can be characterised as a claim for (or arising from):
15.4.1 loss of profits or anticipated savings;
15.4.2 loss of goodwill or injury to reputation;
15.4.3 loss of business opportunity;
15.4.4 punitive damages;
15.4.5 loss of data belonging to or processed by the Client;
15.4.6 losses suffered by third parties;
15.4.7 indirect, or special loss or damage, regardless of the form of action,
whether in contract, strict liability or tort (including negligence), and
regardless of whether the The Media Buzz knew or had reason to know of the possibility
of the loss, injury, or damage in question.
15.5 Nothing contained in this Agreement shall exclude or limit The Media Buzz's liability
for death or personal injury caused by its negligence or for fraudulent
misrepresentation.
15.6 The Client hereby indemnifies The Media Buzz and agrees to keep The Media Buzz indemnified
in respect of any claims made against The Media Buzz by third parties and all related
costs, damages, losses or expenses incurred by The Media Buzz through misuse of the
Services or Hosting Services by the Client or through any other breach
by the Client of this Agreement or through the Client's negligence.
15.7 The liability of The Media Buzz hereunder for any direct losses caused by the
failure of The Media Buzz to exercise reasonable care in respect of the accuracy of
its reports or database or the provision of the Services or Hosting Services
shall be limited to the aggregate sums received by The Media Buzz in respect of the
provision of the Services or Hosting Services, or to the Client in the
calendar year in which the claim or claims is/are made.
15.8 The Media Buzz hereby excludes any and all liability for any representations
(whether innocent, negligent or fraudulent) of any agent or representative
which are not incorporated in writing in this Agreement and authorised
by a duly authorised officer of The Media Buzz under this Agreement.
15.9 The liability of The Media Buzz for breach of this Agreement shall be, save as
set out above, limited to a limit of a sum calculated as five times the
total Charges accrued in aggregate at the date of the breach.
15.10 Without prejudice to the generality of clause 15.6 the Client will
indemnify (on a full indemnity basis) and hold The Media Buzz and Affiliates of The Media Buzz
harmless against any and all actions, proceedings, claims and/or demands
and all and any damages, costs, expenses and other liability whatsoever
and howsoever arising out of such actions, proceedings, claims and/or demands
as a direct or indirect result of the Client or any party acting on its
behalf placing or allowing to be placed any virus, trojan horse, worm or
other code or files which shall corrupt any part of the computer systems
of The Media Buzz or any Affiliate of The Media Buzz.
15.11 Except as expressly provided in the Agreement all representations,
conditions and warranties whether express or implied (by statute or otherwise)
are excluded to the fullest extent permitted by law. In particular, but
without limitation, The Media Buzz excludes any representation, condition or warranty
that the operation of the Materials will be uninterrupted or that the operation
of any software will be uninterrupted or error free or that any minimum
number of leads or responses will be generated by a result of the provisions
of Services, Hosting Services or Additional Services.
16. PRIVACY POLICY
16.1 The Media Buzz's use of any personal details of the Client, Affiliates or directors,
officers or employees of the Client with whom The Media Buzz has contact in carrying
out this Agreement shall be governed by the The Media Buzz Microsite Privacy Policy,
current from time to time, which shall form part of this Agreement.
17. TERMINATION
17.1 This Agreement may be terminated immediately by notice in writing:
17.1.1 by The Media Buzz if the Client fails to pay any sums due under this Agreement
before the expiry of a period of 5 Working Days from receipt by the Client
of a notice from The Media Buzz advising that such sums are overdue, without prejudice
to any other provisions relating to late payment in this Agreement;
17.1.2 by either party if the other party is in material or continuing
breach of any of its obligations under this Agreement and fails to remedy
the breach (if capable of remedy) within a period of 10 Working Days after
written notice of such breach;
17.1.3 by either party if the other party is involved in any legal proceedings
concerning its solvency, or ceases trading, becomes insolvent or is sequestrated
or enters into liquidation, whether compulsory or voluntary, other than
for the purposes of a bona fide solvent amalgamation or reconstruction,
or makes an arrangement with its creditors or petitions for an administration
order or has an administrator, receiver, administrative receiver or judicial
factor appointed over all or any part of its assets or generally becomes
unable to pay its debts within the meaning of Section 123 or Section 268
of the Insolvency Act 1986 or equivalent circumstances occur in any other
jurisdiction.
18. CONSEQUENCES OF TERMINATION
18.1 Any termination of this Agreement will be without prejudice to any
accrued rights or outstanding liabilities of either party at the date of
termination.
18.2 Upon termination of this Agreement for any reason, the Client shall
pay to The Media Buzz: (i) any unpaid instalments of the Fixed Charge; (ii) any unpaid
amounts in respect of the Hosting Charge; (iii) any outstanding charges
for Additional Services performed prior to the date of termination; (iv)
any additional Administration Charge; and (v) a reasonable sum in respect
of any work in relation to Additional Services that The Media Buzz has undertaken
but for which Charges have not been agreed or ascertained.
19. OTHER GENERAL PROVISIONS
19.1 Entire Agreement and Variations
19.1.1 This Agreement together with the documents referred to in it constitutes
the entire agreement between The Media Buzz and the Client. The Client hereby irrevocably
and unconditionally waives any right it may have to claim damages for and/or
to rescind this Agreement because of any representation, term, condition
or warranty not contained in this Agreement unless such representation
or warranty was made fraudulently. Subject to Clause 19.7 no variation
of these terms and conditions will be valid unless made in writing and
signed by the Client and an authorized officer or nominee for The Media Buzz.
19.2 Severability
19.2.1 If any of the provisions of this Agreement are judged to be illegal
or unenforceable, the continuation in full force and effect of the remainder
of them will not be prejudiced, unless the substantive purpose of this
Agreement is thereby frustrated, in which case either of The Media Buzz or the Client
may terminate this Agreement forthwith on written notice.
19.3 Waiver
19.3.1 No forbearance or delay by either party in enforcing its respective
rights will prejudice or restrict the rights of that party, and no waiver
of any such rights or of any breach of any terms of this Agreement will
be deemed to be a waiver of any other right or of any later breach.
19.4 Relationship of the Parties
19.4.1 The relationship between The Media Buzz and the Client is that of independent
contractor. Neither party is agent for the other, and neither party has
any authority to enter into any contract, whether expressly or by implication,
in the name of the other party, without that party's prior written consent.
19.5 Rights of Third Parties
19.5.1 Nothing in this Agreement is intended for the benefit of any third
parties and the terms of the Contracts (Rights of Third Parties) Act 1999
are expressly excluded.
19.6 Notices
19.6.1 All formal notices to be given under this Agreement may be given
by e-mail to FormalNotice@amteus.com, or personally or by recorded
delivery post, in either case to the Registered Office of the party in
question,
or as may be notified to the other party from time to time in writing,
and if delivered personally shall be deemed served on the other party on
the day of delivery and if posted by recorded delivery shall be deemed
to have been accepted on the expiry of forty eight hours after posting
and on proving posting it will be sufficient to produce a copy of the notice
properly addressed with the relevant post office receipt for its despatch
by recorded delivery. Notices may be sent by e-mail transmission provided
that e-mail transmissions are confirmed within 24 hours by a first-class
mailed confirmation of a copy and no error message has been received. Correctly
directed e-mail transmissions shall be deemed to have been delivered instantaneously
on transmission provided that they are confirmed as set out above.
19.7 Changes to the Services or Hosting Services.
19.7.1 The Media Buzz may at any time without notifying the Client make any changes
to the Services provided that they are either necessary in order to comply
with any statutory requirements or that they do not materially affect the
nature or quality of the Services.
19.7.2 The Media Buzz may amend the Hosting Service Level Agreement on each anniversary
of this Agreement. In each case, it shall give the Client 28 days notice
of such change before its next year's Hosting Charge is due. The Client
will be irrevocably deemed to have accepted such changes on payment of
the Hosting Charge.
19.8 Force Majeure
19.8.1 Neither party will be liable to the other for any delay in or failure
to perform its respective obligations (other than for payment of money)
as a result of any cause beyond its reasonable control, including but not
limited to acts of God, fire, flood, lightning, war, revolution, act of
terrorism, strikes, lock-outs or other industrial action (whether of the
affected party's own employees or others) or any industrial dispute provided
that if any such delay or failure subsists for a period exceeding 65 Working
Days then either party may terminate this Agreement by notice given to
the other. Any termination under this Clause 19.8 shall be subject to Clause
18 but shall otherwise not cause either party to be liable to the other
in respect of such termination.
19.9 Assignment
19.9.1 The Media Buzz reserves the right to assign the Agreement to any third party
or any Affiliate of The Media Buzz.
19.10 Escalation Procedures
19.10.1 Any dispute between the parties arising in relation to or arising
out of any aspect of this Agreement (whether as a matter of interpretation
or otherwise) ("Relevant Dispute") shall be resolved in accordance
with the provisions of this Clause 19.10.
19.10.2 When a party determines that a Relevant Dispute has arisen, that
party shall notify the other in writing of the same and the respective
account manager of each party shall consult in good faith in an attempt
to resolve the Relevant Dispute.
19.10.3 Either of the account managers may refer a Relevant Dispute to
a senior officer of its employer at any time. If the parties' senior officers
fail to resolve a Relevant Dispute within 5 Working Days of such referral
(or such other period as may be agreed between the parties) then either
may refer the dispute to the Client's Managing Director (or equivalent
office holder) and The Media Buzz's Managing Director from time to time. If the Client's
and The Media Buzz's Managing Directors fail to resolve a Relevant Dispute referred
to them within 15 Working Days of such referral then either party shall
have the option of commencing litigation.
19.11 Governing Law and Jurisdiction
19.11.1 These terms and conditions are governed by and construed in all
respects in accordance with the laws of England and the parties agree to
be subject to the exclusive jurisdiction of the English courts.
Service Level Agreement
Hosting Service Level AgreementIntroduction
This Hosting Service Level Agreement defines The Media Buzz’s commitments to
their clients for their Internet website Hosting Services. Terms capitalised
in this Hosting Service Level Agreement should have the meaning set out
in the Web Services Terms and Conditions, except where defined in this
Agreement.
Modifications
Any modifications to the Hosting Service Level Agreement will take effect
on the anniversary of the Agreement and The Media Buzz will notify the Client 30 days
prior such anniversary of any changes.
Service Availability
Our Obligations
The Media Buzz will use reasonable endeavours to provide web site hosting services
24 hours a day throughout the year. However, service availability will
be achieved if services are available for not less than 99.5% of the year,
commencing on the date the website is first publicly accessible and each
anniversary of that date.
Exceptions
The following exceptions will be applied to service availability. These will not be included when calculating Service Availability:
· Any planned outages of which the client is notified in advance.
·
Any outages, which are deemed by The Media Buzz to be the result of faults caused
by the customer.
·
Any faults attributable to third parties.
Fault Management
Fault Management processes will be performed as follows:
1. The client should notify The Media Buzz by e-mail of any fault or breakdown in the provision of Services as soon as they become aware of it.
2. The client will be contacted within 4 hours on a Working Day or if
that time expires outside a Working Day within 3 hours of the start of
the next Working Day by e-mail or telephone to acknowledge receipt of the
fault notification.
At this stage, The Media Buzz will diagnose whether the fault constitutes a Service
Affecting Fault or a Non-Service Affecting Fault. A Service Affecting Fault
is one that makes the client's website substantially unavailable or unusable
or generates errors of a material nature when viewed by a user. A Non-Service
Affecting Fault is a cosmetic or minor functionality fault that does not
materially affect the availability or usability of the client's website.
3. The Media Buzz will endeavour to resolve any Service Affecting Faults within 24 hours of receipt of the fault notification. Any Non-Service Effecting Faults should be fixed within 5 Working Days. Upon resolution of the fault should the fault be diagnosed as a Service Affecting Fault, the client will be notified of the time between notification and resolution. This defines the Unavailable Minutes.
The client must provide the following details with any fault notifications:
· Organisation name and address;
·
Site address of affected website;
·
Contact name and telephone number;
·
Nature of fault.
Refund In Event Of Failed Service Delivery
In the event that The Media Buzz does not supply full service availability, the client will be credited a proportion of the hosting fee for the failed period for the following year's Hosting Charge.
Service availability will be calculated using the following formula:
Minutes Of Year – Unavailable Minutes
Service Availability % = ------------------------------------------------
X 100
Minutes Of Year
The Refundable Amount will be calculated using the following formula:
Refundable Amount = Host Fee X (99.5 - Service Availability) X .01
Unavailable Minutes will be calculated commencement from the time within the Working Day that The Media Buzz receives a fault notification (should it be proved that a Service Affecting Fault exists) until both parties agree that the fault has been resolved.
All claims for Service Unavailability refunds must be submitted within
10 working days from the end of the Service Measurement Period. The Service
Measurement Period is twelve months from the date the website is first
publicly accessible and each subsequent anniversary.
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