These terms of service together with a completed and executed Statement of Works shall form the Agreement between Fenix Media Limited t/a PULSAR, a company registered in England and Wales with company number 04378213 and registered office at 79 Hatton Garden, London EC1N 8AW (“ PULSAR”) and you the entity named as the customer in the Statement of Work to which these Terms of Service UK apply (the “Customer”).
Agreement means this agreement, together with the Statement of Works;
Business Day means 9am until 5:30pm on a day (other than a Saturday, Sunday or a public holiday) in London, England;
Confidential Information means any information relating to the business of the disclosing party which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the disclosing party;
Controller shall have the meaning given in the relevant provisions of the Data Protection Laws;
Data Protection Laws means the GDPR and any applicable laws as amended from time to time, and the Data Protection Act 2018;
Fees means those fees payable by the Customer to PULSAR under this Agreement as set out in the Statement of Works;
GDPR means the General Data Protection Regulation (EU) 2016/679;
Historic Mention means a Mention which has been located by the Software prior to a Query Start Date;
Historic Query means a Query which relates to a period of time prior to a Query Start Date;
Intellectual Property Rights means any and all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing-off or for unfair competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know-how and trade secrets) and all other similar or equivalent rights (subsisting now or in the future) in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term;
Mention means, in relation to Pulsar TRAC Software, a webpage or section of a webpage which meets the specifications set out in a Query and which is located by the Pulsar TRAC Software;
Personal Data shall have the meaning given in the Data Protection Laws;
Premium Source means a source from which Mentions are generated and in respect of which an additional fee is payable in accordance with the Statement of Works;
Processor shall have the meaning givens in the relevant provisions of the Data Protection Laws;
Pulsar CORE Software means the Pulsar CORE proprietary channel effectiveness software system developed and owned outright by PULSAR;
Pulsar TRAC Software means the Pulsar TRAC proprietary software system developed and owned outright by PULSAR;
Pulsar TRAC Software Daily Limit means 5,000 Mentions per day;
Pulsar TRAC Software Monthly Limit means 200,000 Mentions per month per search;
Quarter means each consecutive period of three (3) months beginning with the period from the Subscription Start Date and expiring after three (3) months;
Query means, in relation to Pulsar TRAC Software, a search string which is submitted by the Customer and/or any agents acting on its behalf, and which specifies the words which must be present on a webpage;
Query Start Date means, in relation to Pulsar TRAC Software, the date and time at which a Query is submitted;
Search means, in relation to Pulsar TRAC Software, a search string which is submitted by the Customer and/or any agents acting on its behalf, and which specifies the words which must be present including, but not limited to, posts, reshares and comments;
Search Start Date means, in relation to Pulsar TRAC Software, the date and time at which a Search is submitted;
Service Manager means the service managers appointed by Customer and PULSAR as set out in the Statement of Works;
Services means the services provided by the Software under this Agreement;
Software means Pulsar CORE Software, Pulsar TRENDS and Pulsar TRAC Software software-as-a-service products offered by PULSAR that are order by the Customer using the Statement of Works;
Statement of Works means the statement of works and/or Pulsar Licensing Agreement to be completed and executed by PULSAR and the Customer;
Subscription End Date means the subscription end date set out in the Statement of Works;
Subscription Start Date means the subscription start date set out in the Statement of Works;
Term means the term of this Agreement, commencing on the Subscription Start Date and, subject to the provisions of clause 10, continuing until the Subscription End Date;
Territory means the territory set out in the Statement of Works; and
User means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
the relevant Query or Search, for a period of at least four (4) months after the Query Start Date or Search Start Date, PULSAR may archive the relevant Query or Search.
whether for breach of warranty or any obligation arising therefrom or otherwise, however caused and on any theory of liability (including negligence or strict liability), and irrespective of whether the party has advised or been advised of the possibility of any such loss or damage.
For the remainder of this clause 12 the terms Controller and Processor shall be construed in that context including in situations where the activity between the parties is at processor/sub-processor level where the processor shall be referred to as the Controller in these terms and the sub-processor will be referred to as the Processor.
PULSAR may amend the terms of this Agreement at any time. If PULSAR amends the terms of this Agreement, then it shall notify the Customer by email of such amendments within thirty (30) days prior to such amendments coming into effect. Unless the Customer gives written notice (via email to [email protected]) otherwise during the 30 day period, then the Customer shall be deemed to have accepted such amendments. If the Client does not accept the amendments, the Agreement shall continue until its expiry or is terminated in accordance with its existing terms.
FENIX MEDIA LIMITED T/A PULSAR
TERMS AND CONDITIONS FOR THE SUPPLY OF RESEARCH SERVICES
Business Day means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Conditions means these terms and conditions as amended from time to time in accordance with clause 14.5.
Contract means the Statement of Works and these Conditions entered into between the Supplier and the Customer for the supply of Services.
Contract Length means the period of time from and including the Commission Date to and including the Discharge Date.
Controller shall have the meaning given in the relevant provisions of the Data Protection Laws;
Customer means the person or firm who purchases the Services from the Supplier as set out in the Statement of Works.
Data Protection Laws means the GDPR, and the Data Protection Act 2018;
Debrief means the delivery and communication of any results and findings of the Services in writing or otherwise to the Customer on the Discharge Date.
Discharge Date means the date of discharge of the Contract, which date shall be the Anticipated Discharge Date set out in the Statement of Works unless otherwise agreed by the parties in writing.
GDPR means the General Data Protection Regulation (EU) 2016/679;
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Personal Data shall have the meaning given in the Data Protection Laws;
Processor shall have the meaning givens in the relevant provisions of the Data Protection Laws;
Services means the services supplied by the Supplier to the Customer as set out in the Statement of Works.
Statement of Worksmeans the specification for the Services agreed in writing between the Supplier and the Customer.
Supplier means Fenix Media Limited (t/a PULSAR) registered in England and Wales with company number 04378213 whose registered office is at 31 Old Nichol Street, London, E2 7 HR
A party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (the “Disclosing Party”), its employees, agents or sub-contractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to requests from any legal or regulatory authority and its employees, agents or sub-contractors on a ‘need to know’ basis for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
whether for breach of warranty or any obligation arising therefrom or otherwise, however caused and on any theory of liability (including negligence or strict liability), and irrespective of whether the party has advised or been advised of the possibility of any such loss or damage; and
The Customer should provide incidence rates during the proposal stage of the project. Should these details not be provided during the proposal stage by the Customer, the supplier has the right to increase recruitment, incentive fees and extend timelines accordingly. All third party costs should be reimbursed in full and an additional estimate should be presented to the Customer to reflect the extra effort in delivering the project
For the remainder of this clause 16 the terms Controller and Processor shall be construed in that context including in situations where the activity between the parties is at processor/sub-processor level where the processor shall be referred to as the Controller in these terms and the sub-processor will be referred to as the Processor.