By using the Pressburst service you agree to be bound by the following terms and conditions.
Please read these Terms and Conditions carefully. By signing-up or using Pressburst, you are agreeing to be legally bound to these Terms which define the terms and conditions under which you (the “Customer”) are permitted to use the Services.
Pressburst is an online news management and publishing system accessible through the web address pressburst.com (the "Services"). It enables members of staff at a school (the "Customer") to login, upload news stories and photographs, and publish them to a variety of public news feeds (“Channels”) or to their own school website.
Pressburst is 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").
As a customer of the Service, you warrant that you have the authority to enter into an agreement on behalf of the school at which you are employed. Capitalised terms used in these terms and conditions are defined in clause 13.
These Terms and Conditions apply as between the school ("Customer") and Chapel Studios Communications Limited.
1.1 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 and administrative operations.
1.2 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.
1.3 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.
2.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
2.3 In addition to 2.2, the Customer grants to any Chapel Studios “Channel Partner” a non-exclusive, worldwide royalty-free licence to display, use, reproduce, store, publish and modify the Customer Data, including but not limited to, news stories, photographs, blog entries and associated media, for inclusion on any associated Channel. In granting this licence, the Customer recognises that it does not create any obligation on the part of the Channel Partner to use any of the Customer Data on any of its Channels.
2.4 In addition to 2.2, the Customer grants to Chapel Studios Ltd (the publishers of Attain Magazine), its Affiliates and sub-contractors a non-exclusive, worldwide royalty-free licence to display, use, reproduce, store, publish and modify the Customer Data, including but not limited to, news stories, photographs, blog entries and associated media, for inclusion in any print or online edition of Attain Magazine. In granting this licence, the Customer recognises that it does not create any obligation on the part of Chapel Studios Ltd to use any of the Customer Data in any print or online edition of Attain Magazine.
2.5 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. 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.
2.5 If Chapel Studios processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties intend that the Customer shall be the data controller and Chapel Studios shall be a data processor and in any such case: (i) Chapel Studios will wherever possible host personal data within the EEA (and whilst Chapel Studios cannot guarantee that the personal data will not be transferred or stored outside the EEA in the course of the ISP carrying out their obligations, any ISP based in the US will only be used by Chapel if it participates in the US Safe Harbor programme and/or its successor agreements); (ii) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage, save that the hosting of the Customer Data shall be carried out by the ISP and such hosting shall be carried out in accordance with the ISP's security and other policies from time to time, (iii) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Chapel Studios so that Chapel Studios may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf; (iv) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and (v) Chapel Studios shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time.
3.1 Chapel Studios undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
3.2 The undertaking at clause 3.1 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 3.1, 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 3.1. Notwithstanding the foregoing, Chapel Studios:
(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, the Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Customer shall:
(a) provide Chapel Studios with all necessary co-operation in relation to this Agreement, and all necessary access to such information as may reasonably be required by Chapel Studios in order to provide the Services;
(b) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
(c) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's acts or omissions in connection with the Services, including any breach of this Agreement, as if the same were an act or omission of the Customer;
(d) comply with all applicable laws and regulations with respect to its activities under this Agreement, and obtain and shall maintain all necessary licences, consents, and permissions necessary for Chapel Studios, its contractors and agents to perform their obligations under this Agreement, including the Services;
(e) ensure that when using the Services to send email press releases, all recipients have given their express permission to receive such communications;
(f) and should a recipient request they no longer receive such communications, promptly comply with any request for removal of their email address from any list;
(g) be responsible for allocating permissions for access to different levels and areas of the Customer Data, and shall encourage its Authorised Users to use strong passwords, regularly change their passwords, and ensure they do not disclose their passwords to third parties;
(h) ensure that its network, hardware, web browsers and systems comply with the relevant specifications provided by Chapel Studios from time to time including as set out in the Documentation in order to access the Services;
(i) be solely responsible for its own network connections or telecommunications links necessary to use the Services;
5.1 The Customer undertakes that:
(a) each Authorised User that it authorises to access and use the Services shall be acting on its authority;
(b) each Authorised User shall keep a secure password for his use of the Services and shall keep his password confidential;
5.2 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties:
(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users.
5.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, in the event of any such unauthorised access or use, promptly notify Chapel Studios.
6.1 The Customer shall pay to Chapel Studios the Subscription Fees for the Services annually in advance in accordance with this clause 6. 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.
6.2 Each invoice for Services is due and payable 14 days after the invoice date. If Chapel Studios has not received payment within 7 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.
6.3 Chapel Studios shall be entitled to increase the Subscription Fees at the start of each Contract Year, and the Order Form 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.
7.1 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.
8.1 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.
8.2 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.
9.1 The Customer shall defend, indemnify and hold harmless Chapel Studios Communications Ltd, Chapel Studios Ltd and their Affiliates, Channel Partners, officers, directors and employees 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.
9.2 The Customer shall also defend, indemnify and hold harmless Chapel Studios Communications Ltd, Chapel Studios Ltd and their Affiliates, Channel Partners, officers, directors and employees 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 all use of the Customer Data as set out in clauses 2.1, 2.2, 2.3 and 2.4.
10.1 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.
10.2 Nothing in this Agreement excludes the liability of either party:
(a) for death or personal injury caused by a party's negligence; or
(b) for fraud or fraudulent misrepresentation; or
(c) to the extent that such liability may not be excluded as a matter of applicable law.
10.3 Subject to clause 10.1 and clause 10.2:
(a) Chapel Studios shall not be liable whether in contract, tort (including negligence) breach of statutory duty or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case whether direct or indirect), nor for any indirect or consequential loss or damages however arising in connection with this Agreement;
(b) Chapel Studios' total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall in respect of events occurring in any Contract Year be limited to the total Subscription Fees paid or payable during such Contract Year.
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 sub-contractors a non-exclusive, worldwide royalty-free licence to display, use, reproduce, store, and publish any Customer trademarks, trade names and logos for such purpose.
12.1 This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue indefinitely, unless:
(a) either party notifies the other party of termination, in writing, at least 30 days prior to the expiry of the Contract Year; or
(b) it is otherwise terminated in accordance with the provisions of this Agreement. 11.2 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:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party becomes insolvent.
12.2 On termination of this Agreement for any reason:
(a) Customer's access to the Services shall immediately terminate;
(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(c) clauses 2, 4(c), 6.2, 7 to 10, 12.2, 13 and 14 shall continue in full force and effect.
13.1 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".
13.2 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 sub-contractors, provided that the Customer is notified of such an event and its expected duration.
13.3 Variation and waiver. 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.
13.4 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.
13.5 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.
13.6 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.
13.7 Third party rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.8 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).
13.9 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).
14.1 The following definitions and rules of interpretation in this clause apply in this Agreement:
Affiliates: 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 Subscription Plan Order Form (accessible under the 'Settings' section of Pressburst), the Documentation and any other document explicitly incorporated by reference.
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: a feed of news stories which can be displayed inside a website.
Channel Partner: third-party publishers who display news stories submitted by Pressburst Customers on their websites.
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 Data: the 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.
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 Subscription Plan Order Form (accessible under the 'Settings' section of Pressburst).
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.
Order Form: the Subscription Plan Order Form (accessible under the 'Settings' section of Pressburst) executed by Chapel Studios and the Customer describing the Services being purchased and the fees to be paid under this Agreement.
Services: the services that Chapel Studios provides to allow the Customer and its Authorised Users to access and use the Software via the internet which is remotely hosted by Chapel Studios, as more particularly described in the Documentation.
Software: the Pressburst 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 Subscription Plan Order Form (accessible under the 'Settings' section of Pressburst).
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.
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If you wish to make any complaint about Chapel Studios Communications Ltd, or ask any questions, please do not hesitate to contact us.
We keep our privacy notice under regular review. This privacy notice was last updated on 1st June 2017.
Chapel Studios Communications Ltd