Terms and Conditions
In this Agreement the following terms shall have the following meanings:
1.1 “The Terms” set out the agreement between you and PR Toolkit Ltd, a company registered in England and Wales with number 10545058 with its registered office at Unit 14, Burnt House Farm Business Park, Bedlam Lane, Smarden, Kent, TN27 8PG (“Sharpen Your Brand”)
1.2 “The Services” provided directly by Sharpen Your Brand or any provider engaged by Sharpen Your Brand in connection with the Services, pursuant to the Services you have opted for
1.3 “The Service Standard” and (ii) the basis on which you may access and use the Sharpen Your Brand platform (“Platform”) to submit any information, material or data (regardless of format or type) for publication or distribution “Press Information”
1.5 These Terms and the Service Standard (together, “the Agreement”) shall apply to each and every Press Information release. If any of the provisions in these Terms conflict with any of the provisions in the Service Standard, the provisions in the Service Standard will prevail.
1.7 You and Sharpen Your Brand agree to adhere to these Terms in relation to all activities relating to the Services and the Press Information throughout the course of the Services period.
- SCOPE OF THE SERVICES
2.1 The scope of the Services is defined in the applicable Service Standard as may be amended by Sharpen Your Brand in writing from time to time.
- ACCESS TO THE PLATFORM
3.1 Only you and your authorised representatives may use the Services and access the Platform. You agree to provide accurate, current and complete information about yourself when registering for the Services and to maintain and promptly update information when it becomes out of date. You agree to treat your username, password or any other information which you are required to submit to register on the Platform as confidential and you agree to not disclose it to any third party. You shall promptly notify Sharpen Your Brand if you suspect that any unauthorised person has access to your passwords or your account.
3.2 Sharpen Your Brand reserves the right to disable your access to the Platform and cease providing the Services without notice, temporarily or permanently at any time if, in Sharpen Your Brand’s opinion, you have breached these Terms or there is any security risk. You agree that Sharpen Your Brand will not be liable to any third party for any termination of your access to the Platform.
Sharpen Your Brand provides no warranty that the Press Information stored on the Platform will be a comprehensive copy of every piece of Press Information produced but shall use its reasonable endeavours to ensure that a reasonable proportion of each user’s Press Information is stored.
- ACCEPTABLE USE
4.1 You may use the Services only in accordance with these Terms and applicable laws and regulations. You shall also follow Sharpen Your Brand’s instructions from time to time with regard to the use of the Services. Such instructions will be submitted through the Services or sent to you.
4.2 You are solely responsible for any and all Press Information and undertake to analyse and critically assess its content prior to having it submitted, sent, published, distributed or otherwise transmitted to or through the Services. Sharpen Your Brand has no obligation to monitor or approve the content uploaded on the Platform save as may be set out in the Service Standards. Sharpen Your Brand has the right to refuse, remove or amend any Press Information that violates these Terms or is otherwise objectionable.
4.3 You specifically acknowledge that you own, or have the necessary rights to, any and all Press Information (including, without limitation, pictures and videos). Your rights must include the right to publish, reproduce, modify or make other such use of the Press Information through and in relation to the Services. If the Press Information includes any pictures or videos, you warrant and undertake that you shall obtain consent from any individuals that appear on the pictures or in the videos prior to uploading them onto the Platform.
4.4 Further, and in particular, in accessing the Platform and providing the Press Information you must not under any circumstances:
- undertake, promote or assist any illegal or unlawful activity;
- be discriminatory based on race, ethnicity, nationality, religion, age, gender, sexual orientation, disability, or medical condition or otherwise be defamatory, harmful, libellous, abusive, harassing, threatening, inappropriate, vulgar, obscene, offensive, dishonest, improper or sexually explicit;
- send, or arrange for the sending of, any unsolicited or unauthorised advertising or promotional material or any form of similar solicitation (spam);
- defame, abuse, harass, discriminate, stalk or threaten anyone, or otherwise violate anyone’s rights;
- infringe, contribute to the infringement of, or induce others to infringe, any trademarks, trade names, patents, copyrights, neighbouring rights, registered and registrable designs, design rights, or any other intellectual property right; or
- include any information or data that you do not have the right to transmit according to applicable law or any contractual or fiduciary relationships (such as trade secrets, proprietary or confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
- transmit, send or upload any content onto the Platform that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code designed to adversely affect the operation of the Platform or any computer software or hardware.
- copy, modify, adapt or create derivative works from any software made available as part of the Services or attempt to discover or gain access to the source code for such software or reverse engineer, modify, decrypt, extract, disassemble or decompile such software except to the extent that PR Toolkit is not lawfully entitled to restrict or prevent the same;
- copy, sell, redistribute, publish or use for any commercial purpose any content of Journolink or any other user of the Services (except to the extent explicitly permitted to do so);
- attempt to interfere with the proper working of the Services or otherwise disrupt or try to gain unauthorised access to the Services; or
- impersonate anyone else or misrepresent your affiliation to anyone or any company.
- INTELLECTUAL PROPERTY RIGHTS
5.1 You grant Sharpen Your Brand a non-exclusive, non-transferable, sub-licensable, royalty free, global and otherwise unlimited license to copy, modify, adapt, transmit, display, perform, distribute, create derivative works from and otherwise use the Press Information, in order to provide the Services and for other related purposes. PR Toolkit further has the right to disclose your identity to any third party who is claiming that any Press Information constitutes a violation of their intellectual property rights or their right to privacy.
5.2 Sharpen Your Brand reserves the right to remove all or part of your Press Information from the Services at any time and for any reason. Press Information is removed to enhance the quality of the Services in order to create more value for its users.
5.3 The Press Information may become publicly available and accessible to journalists as well as others. Sharpen Your Brand shall not be liable for any premature or late publication of Press Information or for any deletion, blocking or alteration of Press Information.
5.4 The Platform and the Sharpen Your Brand website, including the content any layout of the site are the exclusive property of Sharpen Your Brand and may not be used, reproduced or disclosed, in whole or in part, without the prior written consent of Sharpen Your Brand. All communications made by Sharpen Your Brand to which you are included on the non public area of the Platform or website are confidential and should not be disclosed to any party without the prior consent of Sharpen Your Brand.
- SERVICE STANDARDS
6.1 Sharpen Your Brand will use its best efforts to provide a reasonable standard of service and fulfil the delivery terms as advised from time to time. However, Sharpen Your Brand makes no warranty or guarantee as to the level of service standards or terms of delivery. Whilst Sharpen Your Brand will use its best efforts to maintain the stability of the Platform, Sharpen Your Brand does not warrant that the Platform will continually be available either for reasons within or without the control of Sharpen Your Brand. Sharpen Your Brand will use their best efforts to ensure the Platform is free from errors, but does not warrant that it will be error free at all times.
- INTERRUPTIONS AND PLATFORM PERFORMANCE
7.1 We do not provide any guarantee or warranty that the Platform, or any Press Information, will always be available to access or be uninterrupted. You acknowledge that maintenance, upgrades, “bugs” and other planned or unplanned causes or circumstances may result in interruptions or errors in the Services and accept that (although Sharpen Your Brand will make reasonable efforts to keep the Services accessible and error free) your use of the Services may be subject to such interruptions and errors.
7.2 You further acknowledge that the contents of the Services are created by its users and that, like most Internet-based services, the Services are vulnerable to various security risks. You therefore accept that (although Sharpen Your Brand will make reasonable efforts to reduce such risks) when using the Services you may be exposed to offensive or inaccurate material (including contaminated files), spamming, theft of passwords, harassment, forgery, electronic intrusion as well as manipulations, hacking and other unauthorised or premature disclosure of your information.
- TERM AND TERMINATION
8.1 The Services shall commence on the date you apply for the Service Standard and which Sharpen Your Brand accepts and shall continue until the expiration of the period stated in the Service Standard. Upon the end of that period (or the end of any subsequent period of the term which has commenced pursuant to the Service Standard), the term shall (unless otherwise agreed) be extended immediately and automatically (without notice) for an equivalent period to the expired period, unless either party gives at least 30 calendar days written notice to the other prior to the expiry date of the relevant period of the term. If you have signed up for a free trial period, the Services will automatically be continued on the Service Standard nominated by you at the date of this Agreement, at the end of the trial period.
8.2 In addition to the above, Sharpen Your Brand may on written notice terminate the Agreement if the you: (i) materially or continuously breach the Agreement and fail to remedy such breach (if capable of remedy) within 30 calendar days of being given notice to do so; or (ii) enter into liquidation, either voluntary or compulsory, or become insolvent or enter into receivership, composition or corporate reorganisation proceedings or if execution is levied on any of its goods.
8.3 In the event of termination (for whatever reason) Sharpen Your Brand will delete all or part of the Press Information.
- INDEMNIFICATION AND LIABILITY
9.1 Sharpen Your Brand will not be liable for any direct or indirect or consequential loss or damage (including but not limited to loss of profits, goodwill, or other intangible losses) incurred by you in connection with the Platform whether caused by tort (including negligence) breach of contract or otherwise. Nothing in these Terms excludes our liability for death or personal injury arising from our negligence or any liability which cannot be excluded or limited under the laws of England and Wales. Subject to the above, Sharpen Your Brand’s total aggregate liability for any claims in any year of the Agreement shall in no event exceed the total cost of the Service Standard received by Sharpen Your Brand from you in that period.
9.2 You shall indemnify Sharpen Your Brand against any and all action, demand, liability, claims, losses, damages, costs and expenses (including reasonable legal fees) that Sharpen Your Brand incurs or suffers as a result of (i) any breach by you of these Terms or (ii) any third party claim arising as a result of any Press Information or your violation of any rights of a third party.
- LIABILITY FOR THE SERVICES
10.1 Subject to the provisions in the Clause above, if the Services do not meet what Sharpen Your Brand has promised you, you may, by sending a detailed notice of complaint to Sharpen Your Brand (detailing the relevant deficiencies in the Services), submit a claim for a reasonable reduction of the fees for the Services for the period during which the deficiencies remain, which Sharpen Your Brand shall reasonably consider. Any such complaint must be made within 30 days of the end of the year in which the deficient Services are alleged to have occurred.
- FEES AND PAYMENT
11.1 By subscribing to membership or ordering any Service you undertake to pay the fees for such Services as set out in the Service Standard (which may be exclusive of value added tax) as may be amended from time to time.
11.2 You will be required to remit the payment through Stripe or Paypal or such other payment method as may be specified in the Service Standard from time to time.
11.3 Your payment shall, unless otherwise stated in the Service Standard, be payable upon receipt of Sharpen Your Brand’s invoice, not later than 14 calendar days after the date of Sharpen Your Brand’s invoice. In case of late payment, Sharpen Your Brand is entitled to charge interest from the due date until receipt of payment in accordance with the current Bank of England base rate. Sharpen Your Brand is also entitled to charge fees in relation to late payment and debt collection costs.
- FORCE MAJEURE
12.1 Neither party shall be liable to the other for any failure to perform any obligation under this Agreement which is due to an event beyond the control of such party including, but not limited to, which shall include, but not be limited to, act of God, war, insurrection, riot, civil unrest, act of civil or military authority, interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing. Any party affected by such an event shall forthwith inform the other party of the same in writing and shall use all reasonable endeavours to comply with the terms of this Agreement.
- THIRD PARTY CONTENT AND SERVICES
13.1 Your access to the Services may be dependent on third party services (such as Internet and mobile telephone services). Sharpen Your Brand is not responsible for such services or the results of any failure or delay in such services.
13.2 Furthermore, the Services may contain third party created content and links to third party web sites or services. Sharpen Your Brand is not responsible for such content, web sites or services or for any goods or services offered through or in connection with such content, web sites or services.
14.1 Sharpen Your Brand undertakes not to divulge or allow to be divulged, at any time during the course of or following termination of these Terms, any Confidential Information relating to any information (whether oral or written or in visual, electronic or tangible form) relating to Sharpen Your Brand that could be considered confidential nor use any such information for any other purpose than the performance or enforcement of these Terms. Such obligation of confidentiality shall continue in effect until two years after termination of this Agreement.
14.2 Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with the confidentiality Clause.
Notices relating to these Terms shall be made in writing. Notices to Sharpen Your Brand shall be sent by e-mail to Sharpen Your Brand at email@example.com. Notices to you will be sent to your registered postal or e-mail address or to such postal or e-mail address which you have notified or used in communication with Sharpen Your Brand.
Sharpen Your Brand reserves the right to change these Terms and the fees for the Services, in whole or in part, at any time. Such changes shall become effective one month after notice thereof is sent to you.
- TRANSFER OF THE SERVICES
Sharpen Your Brand may fully or partially transfer the Services to another company. All rights and obligations between you and Sharpen Your Brand with regard to the Services (including the Agreement) will then apply between you and the company that takes over the Services.
- GOVERNING LAW AND DISPUTES
These Terms are governed by and shall be construed in accordance with English law. Any dispute shall be resolved by a single arbitrator in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure