Version: 01 September 2017
These terms and conditions (the “Terms”) set out the agreement between you and JournoLink Ltd, a company registered in England and Wales with number 08783164 with its registered office at International House, 10 Churchill Way, Cardiff CF10 2HE (“JournoLink”) in relation to (i) the services (“the Services”) provided directly by JournoLink or any provider engaged by JournoLink in connection with the Services, pursuant to the Services you have opted for (“the Service Standard”) and (ii) the basis on which you may access and use the JournoLink platform (the “Platform”) to submit any information, material or data (regardless of format or type) for publication or distribution (“Press Information”).
If any of the provisions in these Terms conflict with any of the provisions in the Service Standard, the provisions in the Service Standard will prevail.
You and JournoLink agree to adhere to these Terms in relation to all activities relating to the Services and the Press Information throughout the course of the Services period. By accessing and using the Platform you further agree to the following terms which apply to the use of the Platform and the JournoLink website generally:
SCOPE OF THE SERVICES
The scope of the Services is defined in the applicable Service Standard as may be amended by JournoLink in writing from time to time.
ACCESS TO THE PLATFORM
Only you and your authorised representatives may use the Services and access the Platform.
You agree to provide accurate, current and complete information about yourself when registering for the Services and to maintain and promptly update information when it becomes out of date. You agree to treat your username, password or any other information which you are required to submit to register on the Platform as confidential and you agree to not disclose it to any third party. You shall promptly notify JournoLink if you suspect that any unauthorised person has access to your passwords or your account.
JournoLink may use both automated and manual checks to determine your identity and the identity of any natural or legal person your Press Information relates to. These checks may involve the collection and processing of data about you and your computer, including, but not limited to, your IP address, ISP details, location data and other metadata involved in your connection to the Platform. Should these checks be unable to determine your identity, JournoLink may temporarily disable access to the Platform until such time as this can be determined. By using the Platform and the Services, you agree to the processing of your personal data under EU Directive 95/46/EC for this purpose.
JournoLink reserves the right to disable your access to the Platform and cease providing the Services without notice, temporarily or permanently at any time if, in JournoLink’s opinion, you have, or are suspected to have, breached these Terms, there is a potential or current security risk or your account activity is, or may be, adversely affecting the Platform, Press Information recipients or other clients. You agree that JournoLink will not be liable to any third party for any termination of your access to the Platform.
JournoLink provides no warranty that the Press Information stored on the Platform will be a comprehensive copy of every piece of Press Information produced but shall use its reasonable endeavours to ensure that a reasonable proportion of each user’s Press Information is stored.
You may use the Services only in accordance with these Terms and applicable laws and regulations. You shall also follow JournoLink’s instructions from time to time with regard to the use of the Services. Such instructions will be submitted through the Services or otherwise notified to you.
JournoLink may impose limits on the Services, either temporarily or permanently, where required to maintain the quality of the Services or for other such reason as may be required from time-to-time. Such limits will be submitted through the Services or otherwise notified to you.
You are solely responsible for any and all Press Information and undertake to analyse and critically assess its content prior to having it submitted, sent, published, distributed or otherwise transmitted to or through the Services. Press Information submitted must meet and comply with the guidelines published from time-to-time through the Services. The current and most recent version of these guidelines may be found at any time at Guidelines. JournoLink has no obligation to monitor or approve the content uploaded on the Platform save as may be set out in the Service Standards. JournoLink has the right to refuse, remove or amend any Press Information for any reason that it deems necessary.
You specifically acknowledge that you own, or have the necessary rights to, any and all Press Information (including, without limitation, pictures and videos). Your rights must include the right to publish, reproduce, modify or make other such use of the Press Information through and in relation to the Services. If the Press Information includes any pictures or videos, you warrant and undertake that you shall obtain consent from any individuals that appear on the pictures or in the videos prior to uploading them onto the Platform.
Furthermore, and in particular, in accessing the Platform and providing the Press Information you must not under any circumstances:
- undertake, promote or assist any illegal or unlawful activity;
- be discriminatory based on race, ethnicity, nationality, religion, age, gender, sexual orientation, disability, or medical condition or otherwise be defamatory, harmful, libelous, abusive, harassing, threatening, inappropriate, vulgar, obscene, offensive, dishonest, improper or sexually explicit;
- include any information or data that you do not have the right to transmit according to applicable law or any contractual or fiduciary relationships (such as trade secrets, proprietary or confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
- infringe, contribute to the infringement of, or induce others to infringe, any trademarks, trade names, patents, copyrights, neighbouring rights, registered and registrable designs, design rights, or any other intellectual property right; or
- transmit, send or upload any content onto the Platform that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code designed to adversely affect the operation of the Platform or any computer software or hardware.
- defame, abuse, harass, discriminate, stalk or threaten anyone, or otherwise violate anyone’s rights;
- send, or arrange for the sending of, any unsolicited or unauthorised advertising or promotional material or any form of similar solicitation (spam);
- copy, modify, adapt or create derivative works from any software made available as part of the Services or attempt to discover or gain access to the source code for such software or reverse engineer, modify, decrypt, extract, disassemble or decompile such software except to the extent that JournoLink is not lawfully entitled to restrict or prevent the same;
- copy, sell, redistribute, publish or use for any commercial purpose any content of JournoLink or any other user of the Services (except to the extent explicitly permitted to do so);
- attempt to interfere with the proper working of the Services or otherwise disrupt or try to gain unauthorised access to the Services;
- impersonate anyone else or misrepresent your affiliation to anyone or any company; or
- submit Press Information or use the Platform in a manner which may cause Internet Service Providers (ISPs) or Email Service Providers (ESPs) to label or filter email messages originating from JournoLink as Junk or Spam.
INTELLECTUAL PROPERTY RIGHTS
You grant JournoLink a non-exclusive, non-transferable, sub-licensable, royalty free, global and otherwise unlimited license to copy, modify, adapt, transmit, display, perform, distribute, create derivative works from and otherwise use the Press Information, in order to provide the Services and for other related purposes. JournoLink further has the right to disclose your identity to any third party who is claiming that any Press Information constitutes a violation of their intellectual property rights or their right to privacy.
The Platform and the JournoLink website, including the content any layout of the site are the exclusive property of JournoLink and may not be used, reproduced or disclosed, in whole or in part, without the prior written consent of JournoLink. All communications made by JournoLink to which you are included on the non public area of the Platform or website are confidential and should not be disclosed to any party without the prior consent of JournoLink.
JournoLink will use its best efforts to provide a reasonable standard of service and fulfil the delivery terms as advised from time to time. However, JournoLink makes no warranty or guarantee as to the level of service standards or terms of delivery. Whilst JournoLink will use its best efforts to maintain the stability of the Platform, JournoLink does not warrant that the Platform will continually be available either for reasons within or without the control of JournoLink. JournoLink will use their best efforts to ensure the Platform is free from errors, but does not warrant that it will be error free at all times.
INTERRUPTIONS AND PLATFORM PERFORMANCE
We do not provide any guarantee or warranty that the Platform, or any Press Information, will always be available to access or be uninterrupted. You acknowledge that maintenance, upgrades, “bugs” and other planned or unplanned causes or circumstances may result in interruptions or errors in the Services and accept that (although JournoLink will make reasonable efforts to keep the Services accessible and error free) your use of the Services may be subject to such interruptions and errors.
You further acknowledge that the contents of the Services are created by its users and that, like most Internet-based services, the Services are vulnerable to various security risks. You therefore accept that (although JournoLink will make reasonable efforts to reduce such risks) when using the Services you may be exposed to offensive or inaccurate material (including contaminated files), spamming, theft of passwords, harassment, forgery, electronic intrusion as well as manipulations, hacking and other unauthorised or premature disclosure of your information.
FREE TRIAL ACCESS
JournoLink may, at its sole discretion, offer access to the Platform on a trial basis at reduced, or no, charge (“Trial Access”). Trial Access is limited to 1 (one) trial per natural or legal person. JournoLink reserves the right to determine eligibility for Trial Access and may remove such access from any account, at any time, and for any reason.
Trial Access may have specific parts of the Services removed or restricted and may not fully reflect the full Service Standard on offer.
JournoLink may require the saving of payment details on your account prior to Trial Access being provided. At the end of a Trial Access period, JournoLink may automatically charge saved payment details the respective fees for the selected Service Standard, and may do so without notice to you. Fees may then continue on a recurring basis, being monthly or annually as specified in the Service Standard. If you do not wish to be charged for the Services following Trial Access you must cancel the Service Standard prior to the end date of the Trial Access.
DISCOUNTS AND PROMOTIONS
JournoLink may, from time-to-time, offer discounts on published fees for the Services. Use of such offers may be restricted to specific criteria decided by JournoLink. JournoLink reserves the right to determine eligibility for an offer or discount at its sole discretion and may remove discounts from any account deemed to not be eligible.
Discounts applicable to the Services may discount fees on a recurring basis, either for a fixed number of recurrences or indefinitely. If such discount applies to a fixed number of recurrences, fees will automatically revert to the un-discounted rate once the specific number of discounted fees have been received by JournoLink and may do so without notice to you. Any discount which applies indefinitely shall only apply to consecutive recurrent fees for the Services and may be removed if you change the Service Standard under which you use the Platform, if you cancel the Services or if you, for any reason, fail to make a scheduled payment of the fees for the Services.
TERM AND TERMINATION
The Services shall commence on the date which JournoLink accepts your application for the Service Standard and shall continue until the expiration of the period stated in the Service Standard. Upon the end of that period (or the end of any subsequent period of the term which has commenced pursuant to the Service Standard), the term shall (unless otherwise agreed) be extended immediately and automatically (without notice) for an equivalent period to the expired period, unless either party has provided prior notice of termination. You may provide such notice through the Platform by cancelling your subscription to the Services.
In addition to the above, JournoLink may on notice terminate the Agreement if you:
- materially or continuously breach the Agreement and fail to remedy such breach (if capable of remedy) within 30 calendar days of being given notice to do so; or
- enter into liquidation, either voluntary or compulsory, or become insolvent or enter into receivership, composition or corporate reorganisation proceedings or if execution is levied on any of its goods.
In the event of termination (for whatever reason) JournoLink may delete or unpublish all or part of the Press Information.
INDEMNIFICATION AND LIABILITY
JournoLink will not be liable for any direct or indirect or consequential loss or damage (including but not limited to loss of profits, goodwill, or other intangible losses) incurred by you in connection with the Platform whether caused by tort (including negligence) breach of contract or otherwise. Nothing in these Terms excludes our liability for death or personal injury arising from our negligence or any liability which cannot be excluded or limited under the laws of England and Wales. Subject to the above, JournoLink’s total aggregate liability for any claims in any year of the Agreement shall in no event exceed the total cost of the Service Standard received by JournoLink from you in that period.
You shall indemnify JournoLink against any and all action, demand, liability, claims, losses, damages, costs and expenses (including reasonable legal fees) that JournoLink incurs or suffers as a result of (i) any breach by you of these Terms or (ii) any third party claim arising as a result of any Press Information or your violation of any rights of a third party.
LIABILITY FOR THE SERVICES
Subject to the provisions in the Clause ("INDEMNIFICATION AND LIABILITY") above, if the Services do not meet what JournoLink has promised you, you may, by sending a detailed notice of complaint to JournoLink (detailing the relevant deficiencies in the Services), submit a claim for a reasonable reduction of the fees for the Services for the period during which the deficiencies remain, which JournoLink shall reasonably consider. Any such complaint must be made within 30 days from which the deficient Services are alleged to have occurred.
Press Information may become publicly available and accessible to journalists as well as others. JournoLink shall not be liable for any premature or late publication of Press Information or for any deletion, blocking or alteration of Press Information.
FEES AND PAYMENT
By ordering any Service you undertake to pay the fees for such Services as set out in the Service Standard (which may be exclusive of Value Added Tax) as may be amended from time to time.
You will be required to remit the payment through WorldPay or such other payment method as may be specified in the Service Standard from time to time.
In the case of late payment, JournoLink is entitled to charge interest from the due date until receipt of payment in accordance with the current Bank of England base rate. JournoLink is also entitled to charge fees in relation to late payment and debt collection costs.
Neither party shall be liable for any failure to perform or delay in the performance of its obligations to the extent that such failure or delay is caused by any cause or circumstance beyond its reasonable control (which shall include, but not be limited to, interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing).
THIRD PARTY CONTENT AND SERVICES
Your access to the Services may be dependent on third party services (such as Internet and mobile telephone services). JournoLink is not responsible for such services or the results of any failure or delay in such services.
Furthermore, the Services may contain third party created content and links to third party web sites or services. JournoLink is not responsible for such content, web sites or services or for any goods or services offered through or in connection with such content, web sites or services.
You must not, without the prior written consent of JournoLink, disclose to any third party any information (whether oral or written or in visual, electronic or tangible form) relating to JournoLink that could be considered confidential nor use any such information for any other purpose than the performance or enforcement of this Agreement. Such obligation of confidentiality shall continue in effect until two years after termination of this Agreement.
Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 13.
Notices relating to this Agreement shall be made in writing. Notices to JournoLink shall be sent by e-mail to JournoLink at email@example.com. Notices to you will be sent to your registered postal or e-mail address or to such postal or e-mail address which you have notified or used in communication with JournoLink.
JournoLink reserves the right to change these Terms and the fees for the Services, in whole or in part, at any time. Such changes shall become effective seven days after notice thereof is sent to you.
TRANSFER OF THE SERVICES
JournoLink may fully or partially transfer the Services to another company. All rights and obligations between you and JournoLink with regard to the Services (including the Agreement) will then apply between you and the company that takes over the Services.
GOVERNING LAW AND DISPUTES
This Agreement shall be governed by, and construed in accordance with, English law, and each party irrevocably submits to the non-exclusive jurisdiction of the English courts, without prejudice to each party’s right to seek injunctive relief in any court of competent jurisdiction.