Term and conditions

Conditions of Use of website

By accessing this website you agree to be bound by these Terms & conditions ("terms"), please read them carefully. If you do not agree to be bound by these terms you should not access or view this website.

The information contained in this website is intended for general information purposes only. Kantar Media has made all reasonable efforts to ensure that the information on this website is accurate at the time of inclusion, however there may be inaccuracies and occasional errors for which Kantar Media apologises.

Kantar Media makes no representations or warranties about the information provided through this website, including any hypertext links to any website or other items used either directly or indirectly from this website. Kantar Media accepts no liability for any inaccuracies or omissions in this website and any decisions based on information contained in Kantar Media 's websites are the sole responsibility of the visitor.

The information and images contained within this website are © Copyright Kantar Media UK Ltd. We permit you to make copies of this website as necessary incidental acts during your viewing of it; and you may take a print for your personal use of so much of the site as is reasonable for private purposes. You may not frame this site nor link to a page other than the home page without our express permission in writing.

You shall not use this website for any illegal purposes and in particular agree that you shall not send, use, copy, post or allow any posting which is defamatory or obscene within the meaning of the Obscene Publications Act or which is abusive, indecent or in breach of the privacy of any person. You agree not to send any unsolicited promotional or advertising material, spam or similar materials or any volume messages that may interfere with the operation of this website or with the enjoyment of this website by other visitors.

Kantar Media reserves the right at any time and without notice to enhance, modify, alter, suspend or permanently discontinue all or any part of this website and to restrict or prohibit access to it.

You hereby agree to indemnify Kantar Media against any costs, claims, losses and damages (including legal fees) incurred by or awarded against Kantar Media as a result of your misuse of this website or your breach of these terms.

If you are in breach of these terms or of Kantar Media 's Privacy Policy Kantar Media may as its option, suspend or block your access to this website and refuse to provide you with any further access to it.

This website is provided to you free of charge, and neither Kantar Media nor any of its subsidiary or affiliated companies accept any liability to you (except in the case of personal injury or death caused by its negligence or for fraud or as required by law) whether in contract, tort (including negligence) or otherwise, arising out of it in connection with this website. Kantar Media accepts no liability for any direct, special, indirect or consequential damages, or any other damages of whatsoever kind resulting from whatever cause through the use of any information obtained either directly or indirectly from this website. Your sole remedy is to discontinue using this website.

These terms may be amended by Kantar Media from time to time.

Your use of this website and downloads from it, and the operation of these terms & conditions, shall be governed in accordance with the laws of England and Wales. The English courts shall have exclusive jurisdiction over any dispute arising out of your use of this website.

In the event that any or any part of the terms contained in these terms & conditions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term shall to that extent be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

Privacy Policy for website

Kantar Media respects the privacy of visitors and users of this website, and will only collect personally identifiable data, such as your name or email address, when it is voluntarily submitted to us at this website. Please read our Privacy Policy in full.

References to " Kantar Media ", "we", "us" and "our" are references to Kantar Media UK Ltd. and its affiliates.

" Kantar Media" is a trademark of WPP plc.

Terms and Conditions


The Parties to the Order Form hereby agree as follows:

  1. DEFINITIONS AND INTERPRETATION

    1.1  In this Agreement, unless the context otherwise requires, the following definitions shall apply:

    Agreement’ means the Order Schedule and this Media Monitoring and Analysis Contract, including all Briefs and any schedule or annexure to it;

     

    Analysis’ means an analysis report prepared by the Agency on a specified topic or issue based on relevant Articles as set out in the relevant Brief;

    Articles’ means copies of, extracts of, or links to, articles, reports, journals, tweets, blogs or similar, published in print or digital publications or broadcast sources;

    Background Intellectual Property Rights” means all Intellectual Property Rights owned by the Agency or Sub-Contractors prior to this Contract or developed separately from it which do not form part of the Deliverables;

    Brief’ means the document(s) agreed from time to time by the parties specifying the Services to be supplied by the Agency to the Client as signed by the Client and the Agency and as varied from time to time by written or oral agreement between the parties in accordance with this Agreement;

    Charges’ means the fees and charges for the Services payable by the Client to the Agency as set out in the Order Schedule (as may be varied from time to time under the terms of this Agreement);

    CLA’ means the Copyright Licensing Agency Limited;

     

    Client Content means any Content originated by the Client while using the Services;

    Commencement Date’ means the date specified in the Order Schedule;

    Content means any Articles, information, text, graphics, photographs or other materials uploaded, downloaded or appearing in the Services. Content includes Client Content;

    Copyright Notice means a notice of at least the size of Times New Roman 7pt in the following terms on all copies whether paper or digital: ‘Reproduced by <Precise> under licence from the NLA (newspapers), CLA (magazines) FT (Financial Times/ft.com) or other copyright owner. No further copying (including printing of digital cuttings), digital reproduction or forwarding is permitted except under licence. All FT content is copyright The Financial Times Ltd’;

    Data Protection Legislation’ means all laws and regulations, including laws and regulations of the European Union (“EU”), the European Economic Area (“EEA”) and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Contract;

    ‘Deliverables’ means survey results, reports, data, summaries, comments, discussion, and/or analysis provided by the Agency to Client as set out in the applicable Order Form

    ‘GDPR’ means EU General Data Protection Regulation 2016/679 and the terms: “Controller”, “Data Subject”, “Personal Data”, “Processing” and “Processor” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly

    Initial Term’ means the agreed minimum period of the Services as outlined in the applicable Order Form;

    ‘Intellectual Property Rights’ or ‘IPR’ means all patents, rights to inventions, copyright and related rights, moral rights, database rights, semiconductor topography rights, utility models, rights in designs, trademarks, service marks, trade or brand names, domain names, rights in goodwill or to sue for passing off, and other similar or equivalent rights or forms of protection in each case whether registered or unregistered and including all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world (and “Intellectual Property” shall be interpreted accordingly

    NLA’ means the NLA Media Access Limited;

     

    ‘NLI’ means the Newspaper Licensing Ireland Limited;

     

    Permitted Purpose’ means the use of the Services in accordance with this Agreement and the purpose for which the Services are supplied

     

    Renewal Date means the date on which the contract renews for a further 12 months

     

    ‘Renewal Period’ means the 12 month period following the Renewal Date

     

    Services’ means the services, including the social media service, to be supplied by the Agency to the Client as set out in the relevant Brief and subject to the terms of this Agreement, as varied from time to time in accordance with Clause 12;

    Social Media Service’ means the social media monitoring service provided by the Agency;

    ‘Subscription Period’ means the 12 month period after the Commencement Date or any subsequent renewal date;

    Summary’ means a synopsis of the content of an Article prepared by the Agency which enables the client to decide if they want to read the full Article;

    Term’ means the period of the Services as outlined in the applicable Order Form or otherwise agreed; and

    Web Content’ means publicly available third party content which may be accessed through the Services via links to third party sites on the internet.

    Licence Agreement

    1. In this Agreement, unless the context otherwise requires:
      1. words in the singular include the plural and vice versa and words in one gender include any other gender;
      2. a reference to:

        (i)    any party includes its successors in title and permitted assigns; and

        (ii)   headings are inserted for convenience only and shall not affect the interpretation of this Agreement

         

    2. If there is any conflict between the terms of thisLicence Agreement and the Order Form then the Order Form shall prevail.
  1. TERM
    1. Subject to earlier termination under clause 10, this Agreement shall continue in force from the Commencement Date as specified in the Order Form.
    2. After the expiry of the Initial Term, and annually thereafter, the Agency reserves the right to increase the Fees. The Agency will notify the Client no less than 30 days prior to the changes taking effect
    3. After the expiry of the Initial Term, the Client can terminate the Agreement by giving notice to the Agency of no less than 90 days in writing.

       

    4. The Services supplied by the Agency are an aggregation of news and information from various external sources. The Agency does not verify the accuracy or completeness of such information and the Client should not act or rely upon any information) provided without undertaking its own evaluation of the reliability of, and/or the views expressed in, the content. Any view or opinion appearing in a Summary or Analysisis that of the author of the original Article(s) and/or source and does not represent the view or opinion of the Agency.
    5. Subject always to clauses 7.3 and 7.7, the Client must satisfy itself before further dissemination of any Summary or Analysis or Article that it has the necessary rights to do the same and that such dissemination is appropriate. The Agency shall not be liable to the Client in respect of any claim that may be brought by any person (including any employee of the Client) arising out of the dissemination of any Summary or Analysis or Article.
    6. Any circulation, readership or related figures forming part of the Services will be circulated from what is regarded by the Agency as a reliable source. The Client acknowledges that such sources may vary from time to time and that sources may differ in the circulation or readership they ascribe to any publication.
    7. The Agency does not endorse any Web Content and may provide links to third party sites as part of the Services to the Client only as a matter of convenience, and in no event shall the Agency monitor or be responsible for any content, products, representations or other materials on or available from such sites.
    8. The Agency may (without limiting any other right or remedy it may have) terminate the supply of Services (either in whole or in respect of a relevant Brief) with immediate effect by written notice to the Client if the Agency reasonably believes that the Client is not appropriately and fully licensed to use the Articles by the NLA, NLI and/or CLA or other appropriate copyright body/owner.
    9. The Agency may terminate this Agreement for convenience and without cause upon 30 days written notice to the Client. Where termination arises under this 11.3, the Agency will issue a refund for the unexpired period of Charges less costs incurred by the Agency for the future delivery of the service.
    10. On termination of the contract, for any cause except as provided under clause 11.3 or arising from enforcement of clause 3.2, no refund of the unexpired period of any Charges shall be payable. Where Charges for the unexpired period have not been paid in advance these will become due immediately.

       

  2. Change of Terms

     

    1. Agency reserves the right to alter the terms of this agreement upon notice to the Client at least 30 days prior to any changes coming into effect.
    2. If a change under clause 3.1 is materially detrimental to the Client. The Client may terminate the affected part(s) of this Agreement by giving written notice, within 30 days of being notified about the change, such notice to be effective only if the Agency cannot resolve the concern to the Client’s reasonable satisfaction within 30 days of receipt of termination notice.

       

  3. SERVICES
    1. Subject to any restrictions imposed by any applicable licensing agency from time to time, the Agency shall supply or otherwise make available the Articles in the format as specified in the relevant Brief.
    2. The Agency may at any time and without notification to the Client make changes to the Services (including the temporary suspension of the Services) which are required to comply with any applicable statutory requirements or with the requirements of any licensing authority.
    3. The Service is based on reasonable coverage volume levels. The Agency reserves the right to refuse to make modifications to the Service which it regards as being above a reasonable level. Any changes to the Service requested by the Client may be subject to additional Charges.
    4. To assist the Agency in providing the Services the Agency shall have the right to subcontract any part of the Services and Deliverables to other Kantar Companies or, after consultation, to appropriate third parties, agencies or fieldworkers. The Agency is only responsible for the quality of the services provided by subcontractors if those subcontractors have been selected and paid for directly by the Agency. If the Client designates a specific subcontractor, then the Agency shall not be responsible for the accuracy, completeness or quality of the work of that subcontractor

       

       

  4. CHARGES AND PAYMENT
    1. The Agency shall invoice the Client for the Charges as set out on the Subscription Order Form.

       

    2. All invoices shall become due from the invoice date and shall be subject to payment within 30 days from the invoice date.

       

    3. All Charges quoted are subject to VAT which will be charged at the applicable rate. .

       

    4. Without limiting any other right or remedy that the Agency may have, if the Client fails to pay the Agency on the due date, the Agency may: (i) charge the Client interest on such sum from the due date for payment at the annual rate of 2% over the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after judgement, or (ii) suspend all Services.

       

    5. 5.55.6All sums payable to the Agency under this Agreement shall become due immediately on its termination, despite any other provision. This clause 5.5 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.

       

    6. No refund will be issued for irrelevant articles including clips, where the total sum of the charge for the errors is less than 10% of the fixed monthly fee (pro-rata when paying in advance).

       

  5. INTELLECTUAL PROPERTY RIGHTS
    1. The Agency shall own all right, title and interest in the Proposal including all ideas, solutions and methodologies, unless subsequently purchased by the Client in an applicable Statement of Work, in which case clauses 6.3 through to 6.9 shall apply.
    2. All materials and Intellectual Property owned by third parties (such as third party data, articles, images and software) shall remain the sole and exclusive property of such third parties, except as may be otherwise provided in an applicable agreement with such party, and subject to their license terms.
    3. The Agency shall own the Intellectual Property Rights in the Background Intellectual Property Rights.
    4. It is understood and agreed that Agency retains all rights, title and interest in and to the Background Intellectual Property Rights.Agency hereby grants to Client a non-exclusive, worldwide, perpetual (without regard to any termination or expiration of this Contract), revocable, fully paid, royalty-free license to use the Background Intellectual Property Rights to the extent they are included in, and as necessary to use and exploit internally, the Deliverable(s) and solely as incorporated in such Deliverable(s). Further, all materials and intellectual property owned by third parties (such as third party data, images and software) shall remain the sole and exclusive property of such third parties, except as may be otherwise provided in an applicable agreement with such party, and subject to their license terms.
    5. The Client shall not disclose the Deliverable publicly and shall not use the Deliverable in any manner that is likely to harm the Agency’s or Kantar Companies’ reputation or business. In particular, the Client agrees not to use the Deliverable in any manner that could or does exaggerate, distort or misrepresent the findings of or data supplied by the Agency.
    6. The Client understands that it must inform the Agency in writing prior to the commencement of any work if it intends to make any advertising, public statement, marketing material, press releases or the like (“public statement”) that contain the whole or any part of the Deliverables or any part of the Services.
    7. Any public statement, marketing material, press releases or the like that contain the whole or any part of the Deliverables shall only be (a) disclosed upon prior written consent of the Agency and (b) accompanied by an acknowledgement, to be agreed between the parties.
    8. The parties shall be entitled to list the other as its’ service provider or Client in marketing/promotional material, except for this right the Client shall have no right to use the Agency’s name, trade marks, logos, or slogans without the prior written consent of the Agency.

       

  6. ARTICLE RESTRICTIONS
    1. The Agency is licensed to act as a media monitoring agent by the CLA, NLA and NLI. To the best of the Agency’s information and belief it complies with all copyright restrictions imposed by the CLA, NLA or NLI and other applicable licensing authorities.
    2. Copyright in an Article and or Web Content remains with the original copyright holder.
    3. Depending on the use the Client makes of any Article and/or Web Content it may require a licence from either of the CLA (see www.cla.co.uk), the NLA (see www.nla.co.uk), NLI (www.newspaperlicensing.ie) or other applicable licensing authority or copyright holder.The Client acknowledges that it is the Client's sole responsibility to verify any need for such a licence, and to obtain and maintain any such necessary licences or permissions.
    4. Unless the Client obtains the relevant permissions as detailed in clause 7.3 the Client is not permitted to further reproduce, copy (including electronically), distribute, display, sell, publish, broadcast, circulate, deliver or transmit Articles and/or Web Content (or copies thereof) either internally or to any third party.The Client acknowledges and agrees that it shall not make unlicensed copies of Articles supplied by the Agency.
    5. The Client will destroy any Articles provided by the Agency immediately on the request of the Agency.
    6. The Client acknowledges that the Agency is required under the terms of its licences with the NLA, CLA and/or NLI to provide details regarding the Client (including, without limitation, numbers of permitted users, name, contact information, Articles provided and access frequency) to the NLA, CLA and/or NLI or other applicable licensing authority or copyright holder. Accordingly, the Client hereby consents to the Agency passing on such details in accordance with this clause.
    7. As between the Client and the Agency, copyright in any Summary or Analysis, provided to the Client by the Agency is owned by the Agency or its licensors. The Agency licences the Client to copy, use and amend the same during the term of this Agreement, but distribution must be restricted to within the Client’s own group of companies (including, for the avoidance of doubt, posting on any intranet accessible only to the Client’s own staff). The Client may not distribute a Summary or Analysisexternally to any third party (including, for the avoidance of doubt, posting on the Client’s website) unless it has obtained the prior written approval of the Agency.
    8. The Client shall indemnify and agrees to keep indemnified the Agency on demand against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim in respect of the Client's use of, onward distribution or possession of the Articles that infringes any Intellectual Property Rights of any third party only where the Client’s use of the Services is in not in accordance with the Permitted Purpose.

       

  7. DELIVERY OF ARTICLES
    1. Articles will be hosted on a secure section of the Agency website for a maximum of 7-28 days depending on the publication.The Client will be issued with a password in accordance with the terms of the relevant Brief for a specified number of users. Users are not permitted to share passwords.
    2. The Client will only allow permitted users to access the Agency website and will take reasonable steps to ensure that permitted users do not share passwords. The Client will inform the Agency if the number of permitted users changes. Where there is more than one permitted user, the Client must hold a licence with the NLA, NLI and/or the CLA.
    3. The Client shall permit the Agency (on reasonable notice and during normal working hours) to audit the Client’s compliance with its obligations under this Agreement in relation to the use of any software, data or other materials.
    4. The Agency is required to put a Copyright Notice on every page of every Article which is visible if the Article is printed out.The Client must not remove, conceal or alter the Copyright Notice if the Article is printed.
    5. Without a CLA licence, any single Article (from any published edition of a magazine, journal, or other periodical containing an item of news or current affairs) may only be accessed once and a single paper copy printed out (such single paper copy may not itself be further copied), following which, that Article and any electronic copies of that Article, must be deleted.
    6. The Client is not permitted to create a digital archive of Articles or Summaries.

       

  8. WITHDRAWAL OF ARTICLES
    1. The Agency reserves the right to withdraw the whole or part of any Articles, Summary or Analysisif it reasonably considers that it may potentially or actually be legally liable to third parties in respect of the contents thereof.
    2. The Client agrees that all withdrawals notified to them by the Agency under clause 9.1 above are deleted from storage on electronic equipment immediately using all reasonable endeavours and in any event within 24 hours of written or electronic notification during the working week or by 11.58pm of the next working day if notification is received on a Saturday, Sunday or Bank Holiday.This must be confirmed in writing to the Agency.
    3. The Client agrees that the Agency shall have no liability whatsoever for the Client’s failure to comply with such notice.
    4. The Client shall indemnify and agrees to keep indemnified the Agency on demand against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim in respect of the Client's continued use of, onward distribution or possession of any Articles which have been withdrawn.

       

  9. LIABILITY
    1. The Agency will provide the Services using reasonable skill and care. All other warranties, terms or conditions, express or implied are disclaimed to the fullest extent permitted by law. In particular, no warranty is given that all relevant Articles will be located and supplied nor that any Summary or Analysis will be free from grammatical or spelling errors.
    2. The Agency accepts no responsibility for the scope or extent of Articles or publications which its reviews.Further, the Agency does not guarantee that it reviews all and every publication available in the market and that may be relevant to the Client's Brief.The Agency reserves the right to vary the scope of the publications it reviews from time to time without prior notice to the Client.
    3. The Agency does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services. The Client understands that by using the Services, the Client may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabelled or are otherwise deceptive. Under no circumstances will the Agency be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
    4. The Agency shall not be liable to the Client by reason of any delay in performing or failing to perform the Services if the delay or failure was due to any cause beyond the Agency’s reasonable control including, without limitation, acts of God, severe weather, pandemic illness, industrial action or the failures of third party systems.
    5. Nothing in this Agreement shall exclude or in any way limit either party's liability for fraud, death or personal injury caused by its negligence or any other liability which cannot be excluded or limited at law.
    6. Except as provided in clause 10.5, the Agency shall not be liable to the Client for the following loss or damaged howsoever caused and whether arising in contract, tort or otherwise and even if foreseeable by the Agency: (i) economic loss including administrative and overhead costs, loss of profits, business, contracts, revenues, goodwill, production, data and anticipated savings [of every description, or (ii) any indirect, special or consequential loss, damage, costs, expenses or other claims whether caused by the negligence of the Agency or otherwise.
    7. Except as provided in clause 10.5, any liability of the Agency to the Client shall be limited to a sum equal to 1.25 times the sums paid to the Agency in the previous calendar year under this Agreement.If liability arises during the first twelve months of the Agreement, the liability cap shall be 1.25 times the sums payable which shall be calculated according to the following formula:

       

      1. fixed monthly charge as set out in Schedule 2 (Charges) x 12; and
      2. any charges paid or payable by the Client to the Agency in addition to the fixed monthly charge up until the date of the claim
  10. TERMINATION
    1. Either party may (without limiting any other right or remedy they may have) terminate the supply of Services (either in whole or in respect of a relevant Brief) with immediate effect by written notice to the other if the other party:

       

      1. commits any material breach of this Agreement and (if capable of remedy) fails to remedy the breach within one month after being required by written notice so to do; or

         

      2. shall have a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business or (in the case of an individual or firm) goes bankrupt, or suffers any events or circumstances analogous to the foregoing in any applicable jurisdiction

         

  11. CHANGE, DELAY or CANCELLATION
    1. If, the Client requests changes to the Services under any Statement of Work the Agency reserves the right to revise the fees and timelines accordingly.
    2. If Services are shortened, delayed, cancelled or terminated for any reason, the final invoice will include, the balance of the fees for providing the Services to the date of termination plus any reasonable costs and expenses committed by the Agency prior to the change in Services, and/or any set-up costs not yet recovered, and/or recovery of any discounts which were conditional upon the original agreed scope (if applicable).

       

  12. CONFIDENTIALITY AND DATA PROTECTION
    1. The Client and the Agency shall use all reasonable endeavours to keep confidential any information received or obtained from the other party or as a result of this Agreement about a party's business, statistical, financial (including fees and charges) and personal matters and other information of a confidential nature. No party shall disclose such confidential information to any third party and only release the same to those of its employees as have a need to know.Each party shall treat such confidential information with the same degree of care and apply no lesser security measures than it affords to its own confidential information.This obligation survives termination of the Agreement for any reason.
    2. The provisions of this Clause 13 shall not apply to any information which: (i) is public knowledge at the time it is provided or which subsequently becomes public knowledge through no fault of the receiving party; (ii) is required to be disclosed by any applicable government body or a court or which is provided to the relevant party's professional advisers; (iii) the information was previously disclosed without any obligation of confidentiality; or (iv) the disclosing party has given consent in writing for such confidential information to be disseminated.
    3. The Agency will need to collect certain personal information in order to provide the Client with the Services.The Agency may share personal information within its group for information purposes and in order to provide the Client with the Services and also to the NLA, NLI and CLA in accordance with clause 7.6. The Client hereby acknowledges and agrees to such transfers as detailed in this clause.
    4. Both parties shall comply with their respective obligations under Data Protection Legislation in connection with the performance of their obligations under this Agreement.

      In the event that the Services and/or Deliverables involve the supply to the other party of Personal Data for the purpose of controlling or Processing the disclosing party shall prior obtain the necessary consent from the relevant individuals or ensure that it otherwise has the right under the Data Protection Legislation or other relevant local data protection laws and regulations to provide such data.

      In connection, with Personal Data supplied by the Client to the Agency, the Agency shall: (a) Process such data only for the purposes of providing the Services; (b) take such technical and organisational security measures against unauthorised and unlawful processing of, accidental loss of, destruction of or damage to personal data as may be required, having regard to the state of technological development and the cost of any measures, to ensure a level of security appropriate to the harm that might result from such processing, loss, destruction or damage and the nature of the data to be protected; and (c) answer the Client’s reasonable enquires to enable the Client to monitor the Agency’s compliance with this clause.

      The Client warrants and undertakes that where it provides Personal Data to the Agency it has lawfully obtained such Personal Data and has, without limitation to the generality of the foregoing obtained all necessary consents from Data Subject or that it has another appropriate legal basis to be able to Process such Personal Data in accordance with this Contract.

      The Client shall reasonably cooperate with the Agency in meeting the relevant requirements of Data Protection Laws (including, where applicable, article 28(3)(h) of the GDPR) in relation to Personal Data provided by the Agency to the Client. The Agency accepts that certain sensitive information in relation to IT and security will be redacted before being audited and may only be audited at the Client’s premises.

       

  13. ENTIRE AGREEMENT AND VARIATION
    1. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements, understandings or arrangements whether oral or written between the parties in respect of the subject matter of this Agreement.
    2. The Client acknowledges that it has not relied upon nor shall the Agency be liable for any representations, terms, conditions or warranties made by the Agency which are not expressly contained in this Agreement (save that this provision shall not apply to any fraudulent misrepresentation).
    3. Unless expressly provided herein, no variation to this Agreement shall be effective unless it is agreed in writing signed by a duly authorised representative of each party.
    4. Other than where the NLA, NLI and the CLA have the ability to enforce their contractual rights, restrictions and terms relating to copyright, no term of this Agreement is enforceable pursuant to the Contract (Rights of Third Parties) Act 1999 by any person who is not a party to it.
    5. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to the other party at its registered office or any other address as may have been notified for that purpose. A notice shall be deemed to have been served:

       

  14. VALIDITY

    To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

     

  15. GOVERNING LAW AND JURISDICTION
  1. at the time of delivery if delivered personally;

     

  2. 48 hours after posting in the case of an address in the Republic of Ireland and 96 hours after posting for any other address;

     

  3. 2 hours after transmission if served by email during normal business hours of the recipient, and at the opening of the next normal Business Day if not sent during such normal business hours
    1. The Client may not assign novate or sub-contract any of its rights or obligations without the prior written consent of the Agency (not to be unreasonably withheld or delayed). The Agency may assign novate or sub-contract its rights and/or obligations under this Agreement to any third party without requiring the Client's prior consent.
    2. The Agency shall be entitled to assign its rights and obligations under this Agreement either to any member of the Kantar Group or in the event of a change of control, and will notify Client in writing of such assignment. The Agency shall also be entitled to assign receivables due from Client.
    3. Nothing in this Agreement shall prevent the Agency from performing like or similar services to any other business or client.

       

    4. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, will be an original, and all counterparts together will constitute one and the same instrument.

       

This Agreement shall be governed by and construed in accordance with Republic of Ireland Law and each of the parties irrevocably agrees to submit to the exclusive jurisdiction of the Irish Courts.