Pressburst Terms and Conditions

  1. INTRODUCTION

    1.1. Pressburst.com ("Pressburst") is an online software application owned and operated by Chapel Studios Communications Ltd, a company incorporated and registered in England and Wales with company number 05867814 whose registered office is at The Old Library, High Street, Moreton-in-Marsh, Gloucestershire, GL56 0AX ("Chapel Studios").

    1.2. Chapel Studios provides services via Pressburst to enable the Customer and its Authorised Users to:

    1.3. The Customer’s use of Pressburst and the Services is subject to these Terms and Conditions.

    1.4. Capitalised terms used in these Terms and Conditions are defined in clause 16.

  2. SERVICES

    2.1. Chapel Studios shall, during the Term, provide the Services to the Customer on and subject to the terms of this Agreement. Chapel Studios grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Term and in accordance with the Documentation solely for the Customer’s internal business, administrative and communications operations.

    2.2. Chapel Studios shall use commercially reasonable endeavours to make the Services available during Normal Service Hours, except for (i) planned maintenance carried out outside of Normal Service Hours; and (ii) unscheduled maintenance performed during Normal Service Hours.

    2.3. Chapel Studios will, as part of the Services, provide the Customer with Chapel Studios’ standard customer support services during Normal Service Hours in accordance with the Support Services Policy in effect at the time that the Services are provided.

  3. CUSTOMER DATA

    3.1. The Customer shall own all right, title and interest in and to all of the Customer Data. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

    3.2. Customer grants to Chapel Studios, its Affiliates and Channel Partners and the Associated Persons a non-exclusive, worldwide royalty-free licence to display, use, reproduce, store, publish and modify the Customer Data to the extent necessary to carry out its obligations under this Agreement. Chapel Studios shall, in carrying out its obligations under this Agreement, comply with the Privacy Policy. The licence in this clause 3.2 shall include the right for Chapel Studios to use Customer Data for the following purposes:

    3.3. In granting this licence, the Customer recognises that it does not create any obligation on the part of any Channel Partner to use any of the Customer Data on any of its Channels.

  4. PERSONAL DATA

    4.1. In this Agreement, the terms, "controller", "processor", "data subject", "personal data", "personal data breach" and "processing" have their respective meanings given to them in the Data Protection Laws. "Personal Data" relates only to personal data processed (i) by Chapel Studios in connection with providing the Services to the Customer, or (ii) by a Channel Partner in distributing Content).

    4.2. The Customer agrees that it will be responsible for providing the requisite fair processing notices and obtaining the required consents, including parental consent), (and updating as required) from the data subjects in relation to the Customer Data and its transfer to and processing by Chapel Studios (and/or Channel Partners) as contemplated by this Agreement in order for such processing to comply with the Data Protection Laws. In addition, the Customer agrees that to the extent that it transfers or makes available any Personal Data to a Channel Partner, then it does so at entirely its own risk and shall be solely responsible for ensuring that it is legally permitted under Data Protection Laws to do so.

    4.3. The Parties each agree to comply with the Data Protection Laws in relation to any processing that is undertaken in connection with the Services and/or this Agreement.

    4.4. When using Customer Data pursuant to this Agreement for any purpose other than the Administrative Services, the Parties agree that, subject to clause 4.12, Chapel Studios will be acting as a processor in respect of the Customer Data and Chapel Studios will only use the Customer Data in accordance with the terms of this Agreement and the documented instructions of the Customer acting as the controller. When using Customer Data as part of the Administrative Services, the Parties agree that each Party will be acting as a controller and that Chapel Studios will be permitted to use the Customer Data in relation to such Administrative Services.

    4.5. The Parties agree to have in place appropriate technical and organisational security measures so that the Customer Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage. This includes taking reasonable steps to ensure: (i) the reliability of its employees with access to the Customer Data and that such employees have committed themselves to confidentiality; (ii) where agreed, pseudonymisation and encryption, measures designed to enable the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and (iii) measures designed to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident and/or a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures.

    4.6. The Parties will immediately notify the other of any request for disclosure of Customer Data by a law enforcement authority or other government body and any complaint it receives in relation to the Customer Data.

    4.7. The Customer will be responsible for responding to any data subjects in relation to access to or exercise of their other rights in respect of their Personal Data contained in the Customer Data. Chapel Studios agrees to notify the Customer promptly if it receives a request from a data subject in relation to their Personal Data and to provide commercially reasonable assistance to the Customer in responding to the same to the extent that Customer does not have the ability to access the relevant Personal Data.

    4.8. Where Chapel Studios is acting as processor in connection with the provision of the Services to the Customer, it shall:

    4.9. The Customer acknowledges and agrees that Chapel Studios is permitted to make use of certain sub-processors in its performance of the Services, but that Chapel Studios shall notify the Customer prior to making any changes to the identities of its sub-processors and provide the Customer with the opportunity to object to such proposed changes. Chapel Studios’ current sub-processors, as of the date of this Agreement, can be found in the Privacy Policy, and will also include any Channel Partner.

    4.10. The Personal Data is any personal data inputted or uploaded by the Customer (such as Customer Data), Authorised Users or Chapel Studios on the Customer’s behalf for the purpose of using or facilitating the Customer’s use of the Services or collected by Chapel Studios through the monitoring of each Authorised Users’ use of the Services or as otherwise provided by the Customer in the course of this Agreement. Personal Data may include name, address, contact details and media (such as photographs or video). The categories of data subjects are employees of and contractors engaged by the Customer, and where applicable the staff and pupils at the school run by the Customer (and/or, where the Customer is acting as a Channel Partner, the school run by the Content-Providing Customer).

    4.11. Without prejudice to Chapel Studios’ obligations under Data Protections Laws (as further described in the privacy notice available on Pressburst), in the event of any loss or damage to Customer Data the Customer’s sole and exclusive remedy shall be for Chapel Studios to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Chapel Studios and Chapel Studios shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, including any ISP. The Customer shall maintain full and regular back-ups of all Customer Data.

    4.12 Where and to the extent that the Customer is acting in a capacity as a Channel Partner distributing or otherwise processing Content of another Customer (a “Content-Providing Customer”):

  5. CHAPEL STUDIOS' OBLIGATIONS

    5.1. Chapel Studios undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

    5.2. The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to that set out in the Documentation. If the Services do not conform with the undertaking at clause 5.1, Chapel Studios will use reasonable endeavours to correct any such non-conformance promptly in accordance with the Support Services Policy. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, Chapel Studios:

  6. CUSTOMER’S OBLIGATIONS, WARRANTIES AND REPRESENTATIONS

    6.1. The Customer shall:

    6.2. The Customer warrants and represents to Chapel Studios as of the Effective Date and on an ongoing basis that it shall:

  7. AUTHORISED USERS

    7.1. The Customer warrants, represents and undertakes as of the Effective Date and on an ongoing basis that:

    7.2. The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:

    7.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, and, in the event of any such unauthorised access or use, promptly notify Chapel Studios.

  8. CHARGES & PAYMENT

    8.1. The Customer shall pay to Chapel Studios the Subscription Fees for the Services annually in advance in accordance with this clause 8. All amounts and fees stated or referred to in this Agreement are exclusive of Value Added Tax, which shall be added to Chapel Studios’ invoice(s) at the appropriate rate, where applicable.

    8.2. Each invoice for Services is due and payable 14 days after the invoice date. If Chapel Studios has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Chapel Studios, Chapel Studios may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Chapel Studios shall be under no obligation to provide access to any part of the Services while the invoice(s) concerned remain overdue and unpaid.

    8.3. Chapel Studios shall be entitled to increase the Subscription Fees at the start of each Contract Year, and the Registration Page shall be deemed to have been amended accordingly, but warrants to notify the Customer in advance at least 30 days prior to the end of the current Contract Year.

  9. PROPRIETARY RIGHTS

    9.1. The Customer acknowledges and agrees that Chapel Studios and/or its licensors own all Intellectual Property Rights in the Services, and anything developed or delivered by or on behalf of Chapel Studios to the Customer under this Agreement, including any modifications and/or derivative works of the aforementioned (together the "Chapel Studios Materials"). Except as expressly stated herein, this Agreement does not grant the Customer any Intellectual Property Rights in respect of the Chapel Studios Materials.

  10. CONFIDENTIALITY

    10.1. Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the performance of this Agreement.

    10.2. Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. A Party’s Confidential Information shall be deemed not to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving Party; (ii) was in the other Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

  11. INDEMNITY

    11.1. The Customer shall defend, indemnify and hold harmless Chapel Studios, its Affiliates and Channel Partners and the Associated Persons against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) and liabilities arising out of or in connection with the Customer’s use of the Services.

    11.2. Chapel Studios shall defend the Customer and its officers, directors and employees against any claim from a third party that the Services, when used in accordance with the terms of this Agreement, infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark or database right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Chapel Studios is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Chapel Studios in the defence and settlement of such claim, at Chapel Studios’ expense; and (c) Chapel Studios is given sole authority to defend or settle the claim.

    11.3. In the defence or settlement of any claim, Chapel Studios may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to pay damages or other additional costs to the Customer except a pro rata refund of Subscription Fees paid and not used at the date of termination.

    11.4. In no event shall Chapel Studios, its Affiliates, its Channel Partners or the Associated Persons be liable to the Customer to the extent that the alleged infringement is based on (i) a modification of the Services by anyone other than Chapel Studios; or (ii) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by Chapel Studios including that set out in the Documentation; or (iii) the Customer’s use of the Services after notice of the alleged or actual infringement from Chapel Studios.

    11.5. The foregoing states the sole and exclusive rights and remedies of the Customer, and the entire obligations and liability of Chapel Studios, its Affiliates and Channel Partners and the Associated Persons, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

  12. LIMITATION OF LIABILITY

    12.1. Except as expressly and specifically provided in this Agreement, (i) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (ii) the Services are provided to the Customer on an "as is" and "as available" basis. In particular, Chapel Studios expressly disclaims all liability (whether in contract, tort (including negligence) or otherwise) for (i) loss or damage caused to the Customer by the acts or omissions by any ISP, and (ii) third party applications which may interface with the Software.

    12.2. Nothing in this Agreement excludes the liability of either Party:

    12.3. Subject to clauses 12.1 and clause 12.2:

    12.4. Subject to clause 12.2, Chapel Studios has and shall have no liability to the Customer or any third party for any Third Party Content or the content of any Channels.

  13. PUBLICITY

    13.1. Unless otherwise agreed in writing by both Parties, the Customer acknowledges and agrees that Chapel Studios may use the Customer’s name for any marketing and publicity purposes. The Customer grants to Chapel Studios, its Affiliates and Channel Partners and the Associated Persons a non-exclusive, worldwide royalty-free licence to display, use, reproduce, store, and publish any Customer trademarks, trade names and logos for such purpose.

    13.2. The Customer also agrees to receive service notifications and announcements regarding Pressburst and its functionality via email to all its Authorised Users. An Authorised User may unsubscribe from these communications at any time.

  14. TERM AND TERMINATION

    14.1. This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue indefinitely, unless:

    14.2. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

    14.3. On termination of this Agreement for any reason:

  15. GENERAL

    15.1. Interpretation. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. References to clauses and schedules are to the clauses and schedules of this Agreement. The words "include" and "including" are deemed to be followed by the words "without limitation".

    15.2. Force majeure. Chapel Studios shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Chapel Studios or any other Party), failure of a utility service or transport or telecommunications network, war, riot, civil commotion, malicious damage, hacking, denial-of-service attacks, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.

    15.3. Variation and waiver. Chapel Studios may make changes from time to time to Pressburst, the Services, the Documentation, the Support Services Policy and/or these Terms and Conditions and such change shall take effect from the date on which Chapel Studios gives notice to the Customer of the change ("Change Notification"). Where the Customer believes that such change is materially detrimental to the Customer’s use of the Services, it shall notify Chapel Studios within 30 days of the Change Notification. If the Customer can demonstrate to Chapel Studios’ reasonable satisfaction that a change notified in a Change Notification is materially detrimental to the Customer’s use of the Services, the Customer shall be entitled to terminate the Agreement from the last day of the month following service of the Customer’s notice objecting to the change and receive a refund of Subscription Fees paid in advance for the period following the date of termination. Continued use of the Services beyond such date and/or failure to raise any objection to the change within 30 days of the Change Notification, shall in either case constitute deemed acceptance by the Customer of such change. Otherwise, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives). No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    15.4. Rights and remedies; severance. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

    15.5. Entire Agreement. This Agreement, and any documents referred to in it, constitute the whole Agreement between the Parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover. Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

    15.6. Assignment. The Customer shall not, without the prior written consent of Chapel Studios, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Chapel Studios may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, including but not limited to Chapel Studios’ right to sub-contract the hosting of the Services to a third party hosting provider, details of which can be found in the Privacy Policy.

    15.7. Third party rights. This Agreement does not confer any rights on any person or party (other than the Parties and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

    15.8. Notices. Any notice required to be given under this Agreement shall be in writing and shall be delivered by pre-paid first-class post to the other Party at its address set out in this Agreement, or such other address as may have been notified by that Party for such purposes, or sent by email to the other Party’s principal email address. A correctly addressed notice sent by pre-paid first-class post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of sending (as shown by the timed header printout obtained by the sender).

    15.9. Governing law and jurisdiction. 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. 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).

  16. DEFINITIONS

    16.1. The following definitions and rules of interpretation in this clause apply in this Agreement:

    Affiliate: means in relation to either Party, each and any subsidiary or holding company of that Party and each and any subsidiary of a holding company of that Party with the terms "subsidiary" and "hold company" being given their meaning as set out in section 1159 of the Companies Act 2006.

    Agreement: means these Terms and Conditions together with the Registration Information, the Documentation and any other document expressly incorporated by reference.

    Associated Person: means the officers, directors, employees, agents, subsidiaries, representatives and subcontractors of Chapel Studios and its Affiliates.

    Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.

    Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

    Channels: has the meaning given in clause 1.2.

    Channel Partner: a third-party publisher who operates a Channel. A list of current Channel Partners can be found in the privacy policy

    Content: the material such as text, images, video or documents which is uploaded by an Authorised User to Pressburst. The Content collectively forms part of the Customer Data.

    Confidential Information: means, the terms and subject matter of the Agreement and in relation to the Disclosing Party, information (in any form) belonging or relating to it, its associated companies, affiliated organisations, its or their business, clients, employees, customers, plans, affairs or activities, including any information which the Acquiring Party might reasonably expect would be confidential.

    Contract Year: each successive 12-month period ending on an anniversary of the Effective Date.

    Customer: the Party identified as the ‘Customer’ in the Registration Information.

    Customer Data: the data (including Personal Data) inputted by the Customer, Authorised Users, or Chapel Studios on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

    Data Protection Laws: the Data Protection Act 1998 ("DPA"), Directive 95/46/EC of the European Parliament and any laws or regulations implementing it and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR") (as applicable), in each case as amended, extended or re-enacted from time to time and all subordinate legislation made thereunder from time to time.

    Documentation: the help material made available to the Customer by Chapel Studios online via help.pressburst.com (or such other web address notified by Chapel Studios to the Customer from time to time) which sets out a detailed description of the Software and Services (including user instructions for the same) identified in the Registration Information.

    Effective Date: the date from which the contract starts.

    Intellectual Property Rights: mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    ISP: means a hosting provider who is Chapel Studios’ subcontractor for the hosting of Customer Data in respect of the Services from time to time, such as but not limited to Amazon Web Services, LLC.

    Normal Service Hours: means 9am to 5pm Monday to Friday, excluding public holidays in England.

    Party: means the Customer or Chapel Studios (as applicable) and "Parties" means both of them.

    Privacy Policy: means Chapel Studios’ privacy policy available at pressburst.com/privacy (or such other website address as may be notified to the Customer from time to time) as such document may be amended from time to time by Chapel Studios in its sole discretion.

    Registration Information: the information submitted by the Customer to Chapel Studios via the website page app.pressburst.com/register when requesting activation of a Pressburst account.

    Services: has the meaning given in clause 1.2.

    Software: the online software applications provided by Chapel Studios as part of the Services.

    Subscription Fees: the subscription fees payable by the Customer to Chapel Studios for the Services, as set out in the Registration Information.

    Support Services Policy: Chapel Studios’ policy for providing support in relation to the Services for Customers as made available at help.pressburst.com

    Term: means the entire duration of this Agreement.

    Terms and Conditions: means the terms and conditions set out in clauses 1 to 16.

    Third Party Content: has the meaning given in clause 1.2 of the Terms and Conditions.

Last updated: 13/07/18

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