Legal stuff.

1. THESE TERMS

 1.1 These Terms and Conditions is a legal agreement between you (“Customer”, “You”, “Your”) and Really Social Media Ltd (“the Company”) (collectively the “Parties”) and defines the terms and conditions under which You are permitted to use the Services and Deliverables (as defined below.

1.2 This agreement takes effect from the date you click “I accept” or otherwise we commence providing the Services to you.

1.3 The Company may make modifications to this agreement at any time, by notifying You of such changes with at least 60 days prior written notice. If You do not agree to the modified terms, You may terminate the agreement with 30 days prior written notice. The Customer agrees that use of the Services by the Customer after such notified period constitutes the Customer’s acceptance of the modified terms.

2. INTERPRETATION

2.1 The definitions and rules of interpretation in this clause apply in this agreement.

• • Accounts: the social media accounts of the Customer which form part of the Services.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Cancellation: The Customer may cancel at any point simply by giving 30 days written notice prior to the next billing date.
  • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7.
  • Customer Data: the data inputted by the Customer, or the Company on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, and shall include any photos or content.
  • Deliverables: any output of the Services to be provided by the Company to the Customer.
  • Effective Date: the date specified in clause 1.2.
  • Fee Outline: the document specifying the fees payable in connection with this agreement.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) 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.
  • Initial Subscription Term: the initial term of this agreement commencing on the Effective Date and continuing for a one month period.
  • Subscription Term: the term of this agreement, being the Initial Subscription Term together with any subsequent Renewal Periods.
  • Normal Business Hours: 9.00 am to 5.00 pm on Mondays to Thursdays and 9.00 am to 4.00 pm on Friday local UK time, each Business Day.
  • Renewal Period: the period described in clause 14.1.
  • Services: the services provided by the Company to the Customer under this agreement as more particularly described in the Services Description.
  • Services Description: the document made available to the Customer by the Company which sets out a description of the Services.
  • Social Media Accounts: the social media accounts used in the provision of the services.
  • Software: the online software applications provided by the Company as part of the services.
  • Subscription Fees: the subscription fees payable by the Customer to the Company for the User Subscriptions, as set out in the Fee Outline.
  • Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

2.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

2.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

2.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory
provision.

2.9. A reference to writing or written includes faxes but not e-mail.

2.10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to
this agreement.

3. LICENCE

3.1. Subject to the terms and conditions of this agreement, the Company hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licence, to permit the Customer to use the Services and the Services Description during the Subscription Term solely for the Customer’s internal
business operations.

3.2. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

3.2.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

3.2.2. facilitates illegal activity;

3.2.3. depicts sexually explicit images;

3.2.4. promotes unlawful violence;

3.2.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

3.2.6. is otherwise illegal or causes damage or injury to any person or property; and the Company reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

3.3. The Customer shall not:

3.3.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

3.3.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Services Description (as applicable) in any form or media or by any means; or

3.3.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

3.3.2. access all or any part of the Services and Services Description in order to build a product or service which competes with the Services and/or the
Services Description; or

3.3.3. use the Services and/or Services Description to provide services to third parties; or

3.3.4. subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make
the Services and/or Services Description available to any third party, or

3.3.5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Services Description, other than as provided under this
clause; and

3.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Deliverables and, in the event of any such unauthorised access or use, promptly notify the Company.

3.5. The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. SERVICES

4.1. The Company shall, during the Subscription Term, provide the Services and Deliverables to the Customer on and subject to the terms of this agreement.

4.2. Social Media Content

4.2.1. The Customer is responsible for checking the accuracy of all content via the Software.

4.2.2. Content shall be removed from the Software within 7 days of the scheduled posting date, regardless of whether such content has been used by the Customer. It is the responsibility of the Customer to save any content it may wish to retain.

4.2.3. The Company reserves the right to remove from the Social Media Accounts any content posted via the Software at its sole discretion.

4.2.4. The Company may at its sole discretion assist with additional requests relating to the Social Media Accounts not outlined in the Services Description – such request maybe be subject to an additional fee as outlined in the Fee Outline.

4.2.5. The Company reserves the right to only advertise social media posts which have been provided as part of the Services.

4.2.6. The Customer shall receive its first piece of content within seven (7) Business Days from the Effective Date.

4.3. Social Media Usage:

4.3.1. The Customer grants the Company permission to automatically follow and/or engage with third party social media accounts from the Customer’s Social Media Accounts.

4.3.2. The Customer grants the Company permission to access the Social Media Accounts, including use of the Customer’s social media login credentials to post content on the Customer’s behalf.

4.3.3. The Company reserves the right to promote third party content and third parties’ products and/or services via the Customer’s Social Media Accounts such as user generated content, content provided by suppliers or otherwise.

4.3.4. The Customer grants the Company the right to show data and results from the Customer’s accounts to promote the Company’s products and services to its potential clients.

4.3.5. The Customer agrees to review and comply with any third party terms relating to the Social Media Accounts.

4.4. Facebook Pixel:

4.4.1. The Customer is responsible for installing Facebook pixel code onto their website, the necessary code will be provided by the Company.

4.4.2. The Customer is responsible for obtaining consent from website users to use cookies and other storage technologies such as the Facebook Pixel, as defined by the European data protection regulator.

4.4.3. The Customer website should display a clear and concise statement up-front, with a link to their privacy or cookie notices for more detail. The Facebook Pixel should not be activated on the site until user consent has been received – the Company recommends seeking help from an experienced web developer to set this up.

4.4.4. The website privacy policy should state that information is shared with your trusted, social media, advertising and analytic partners. Both Really Social and Facebook should be clearly mentioned in your privacy policy.

4.4.5. The Company reserves the right to instal two Facebook Pixel’s on the Customer website, one (1) for the Customer (the Customer Pixel) for the provision of the Services and one (1) for The Company (the Company Pixel).

4.4.6. It is the responsibility of the Customer to remove any code provided by The Company and installed on the Customer website upon termination of the Services. The Customer acknowledges that The Company will continue to receive data until such time as the Facebook Pixel is disabled on the Customer website and authorises the Company to use such information until such time as the Facebook Pixel is disabled

4.4.7. The Customer owns the rights to data collected by the Customer Pixel. Customer Pixel data will remain linked to the Facebook advert account used by the Company on behalf of the Customer for the provision of the services until such time as it is deleted by the Customer.

4.4.8. Data collected by the Company Pixel will remain the property of the Company.

4.5. Landing Pages

4.5.1. Such landing pages are provided by a third party provider, and the Company is not liable for any downtime of the site.

4.6. Email Marketing

4.6.1. The Customer shall be responsible for checking the accuracy of all information contained in emails and for ensuring that the content and transmission of the email complies with all applicable laws and advertising standards (including those provided by the Advertising Standards Authority) from time to time in place.

4.6.2. The Customer is responsible for ensuring consent has been received to allow the transmission of marketing and promotional emails to their email database, ensuring they are complaint with GDPR legislation.

4.7. Printed Artwork

4.7.1. The Customer shall be responsible for checking the accuracy of all text, images and format, and the Company shall not be liable for any errors once printed.

4.8. General

4.8.1. The Company shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for:

4.8.1.1. planned maintenance carried out during the maintenance window; and

4.8.1.2. unscheduled maintenance performed outside Normal Business Hours, provided that the Company has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

4.8.2. The Company does not warrant that the Software will be uninterrupted or error-free.

4.8.3 The Company will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Company’s standard customer support services during Normal Business Hours. The Company may amend the customer support services in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Company’s then current rates.

5. CUSTOMER DATA

5.1. The Customer shall own all rights, title and interest in and to all of the Customer Data and the Social Media Accounts and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company, if one is available. The Company does not provide a file storage service and is not responsible for the back up of Customer Data. The Company shall delete Customer Data from time to time and in accordance with applicable data protection legislation.

5.3. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Company to perform services related to Customer Data maintenance and any back-up).

5.4. The Company shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at is website or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Company in its sole discretion.

5.5. If the Company processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Company shall be a data processor and in any such case:

5.5.1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer located in order to carry out the Services and the Company’s other obligations under this agreement;

5.5.2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Company so that the Company may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;

5.5.3. 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 such personal data is kept up to date;

5.5.4. the Company 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; and

5.5.5. 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.

5.6. The Company may immediately terminate or suspend all or part of the Services if the Company reasonably believes that the Customer is or may be participating in or undertaking aggressive or unlawful direct marketing activities.

6. THIRD PARTY PROVIDERS

6.1. The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and/or purchase products and services (including Social Media Accounts) from, third parties via third-party websites and that it does so solely at its own risk. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Company. The Company recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Company does not endorse or approve any third-party website nor the content of any of the third-party website or Social Media Accounts made available via the Services.

6.2. The Company reserves the right to suspend or cancel all or part of the Services in the event it reasonably considers that the provisions of such Services would breach any policy or terms of the third party website or Social Media Accounts.

7. COMPANY’S OBLIGATIONS

7.1. The Company undertakes that the Services and Deliverables will be performed substantially in accordance with the Services Description and with reasonable skill and care.

7.2. The Company shall use reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.

7.3. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Company will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Company:

7.3.1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Deliverables and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

7.3.2. 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 and Deliverables may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4. This agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Services Description, products and/or services which are similar to those provided under this agreement.

7.5. The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8. CUSTOMER’S OBLIGATIONS

8.1. By using the Services or submitting any Customer Data through the Service, the Customer hereby grants the Company a worldwide, non-exclusive, perpetual, sublicensable and transferable license to use, process, store, edit, modify, aggregate, reproduce, distribute, display, perform and prepare derivative works of the Customer Data in connection with the Services.

8.2. The Customer warrants and represents that:

8.2.1. the Customer Data and the Accounts which form part of the Services are proprietary to the Customer and that it has the right to licence such Customer Data and use of the Accounts to the Company; and

8.2.2. use of the Customer Data and Accounts does not infringe the intellectual property rights of any third party.

8.3. The Customer shall:

8.3.1. provide the Company with:

8.3.1.1. all necessary co-operation in relation to this agreement, including checking all content provided by the Company; and

8.3.1.2. all necessary access to such information as may be required by the Company; in order to provide the Services, including but not limited to Customer Data and access to the Social Media Accounts.

8.3.2. comply with all applicable laws and regulations and advertising standards (including those provided by the Advertising Standards Authority) with respect to its activities under this agreement;

8.3.3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.3.4. ensure that it uses the Services and the Services Description in accordance with the terms and conditions of this agreement and shall be responsible for any breach of this agreement;

8.3.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

8.3.6. ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and

8.3.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9. CHARGES AND PAYMENT

9.1. The Customer shall pay the Subscription Fees to the Company for the Services in accordance with this clause 9 and the Fee Outline.

9.2. The Company shall invoice Company on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

9.2.1. subject to clause 14.1, thereafter on a monthly basis for the Subscription Fees payable in respect of any Renewal Period.

9.3. If the Company has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Company:

 9.3.1. the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

9.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclay’s Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4. All amounts and fees stated or referred to in this agreement:

9.4.1. shall be payable in [pounds sterling];

9.4.2. are, subject to clause 13.3.2, non-cancellable and non-refundable;

9.4.3. are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate.

9.5. If, at any time the Company provides any additional services to the Customer, the Company shall charge the Customer, and the Customer shall pay, at the same time as the Subscription Fee, the Company’s then current additional services fees. The Company’s additional services fees current as at the Effective Date are set out in the Fee Proposal.

9.6. The Company shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon 60 days’ prior notice to the Customer and the Fee Proposal shall be deemed to have been amended accordingly.

10. PROPRIETARY RIGHTS

10.1. The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Services and the Services Description. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Services Description.

10.2. The Company confirms that, subject to clause 8.2, it has all the rights in relation to the Services and the Services Description that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

10.3. The Customer warrants that:

10.3.1. it is the legal owner of all of the Intellectual Property Rights in and relating to the Social Media Accounts and/or the Customer Data (including any photographs, images, logos), and/or that it has a valid licence to use any such IPR;

10.3.2. the use by the Company and/or the Customer of the Intellectual Property in order to provide the Services will not infringe any third party Intellectual Property Rights.

11. CONFIDENTIALITY

11.1. 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 not be deemed to include information that:

11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2. was in the other party’s lawful possession before the disclosure;

11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2. Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and 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 implementation of this agreement.

11.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Company’s Confidential Information.

11.7. The Company acknowledges that the Customer Data is the Confidential Information of the Customer.

11.8. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.9. The above provisions of this clause 11 shall survive termination of this agreement, however arising.

12. INDEMNITY

12.1. The Customer shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Services Description, provided that:

12.1.1. the Customer is given prompt notice of any such claim;

12.1.2. the Company provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

12.1.3. the Customer is given sole authority to defend or settle the claim.

12.2. The Company shall defend the Customer, its officers, directors and employees against any claim that the Services or Services Description infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

12.2.1. the Company is given prompt notice of any such claim;

12.2.2. the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company’s expense; and

12.2.3. the Company is given sole authority to defend or settle the claim.

12.3. In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4. In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

12.4.1. a modification of the Services or Services Description by anyone other than the Company; or

12.4.2. the Customer’s use of the Services or Services Description in a manner contrary to the instructions given to the Customer by the Company; or

12.4.3. the Customer’s use of the Services or Services Description after notice of the alleged or actual infringement from the Company or any appropriate authority.

12.5. The foregoing [and clause 13.3.2] state[s] the Customer’s sole and exclusive rights and remedies, and the Company’s (including the Company’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. LIMITATION OF LIABILITY WARNING: you are strongly advised to read the Drafting note, Limitation of liabilityUPDATE FC on this clause.

13.1. Except as expressly and specifically provided in this agreement:

13.1.1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Services Description by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer’s direction;

13.1.2. 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

13.1.3. the Services and the Services Description are provided to the Customer on an “as is” basis.

13.2. Nothing in this agreement excludes the liability of the Company:

13.2.1. for death or personal injury caused by the Company’s negligence; or

13.2.2. for fraud or fraudulent misrepresentation.

13.3. Subject to clause 13.1 and clause 13.2:

 13.3.1. the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution 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, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

13.3.2. the Company’s 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 be limited to the total Subscription Fees paid for the User Subscriptions during the [12] months immediately preceding the date on which the claim arose.

14. TERM AND TERMINATION

14.1. This agreement shall, unless otherwise terminated as provided in this clause 14 or clause 1.3, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one (1) month (each a Renewal Period), unless:

14.1.1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

14.1.2. otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.1.3. The Customer can change their package, as outlined in the Services Description, by giving a minimum of 24hrs written notice prior to their billing date. The new package will come into effect on the billing date.

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

14.2.1. 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 14 days after being notified in writing to make such payment;

 14.2.2. 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;

14.2.3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;

14.2.4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

14.2.5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

14.2.6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

14.2.7. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

14.2.8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

14.2.9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within [14] days;

14.2.10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.3 to clause 14.2.9 (inclusive);

14.2.11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

14.3. On termination of this agreement for any reason:

14.3.1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Services Description;

14.3.2. each party shall return and make no further use of any equipment, property, Services Description and other items (and all copies of them) belonging to the other party;

14.3.3. the Company may destroy or otherwise dispose of any of the Customer Data in its possession unless the Company receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Company in returning or disposing of Customer Data; and

14.3.4. 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.

15. NON-SOLICITATION In order to protect the legitimate business interest of the parties, neither party shall, without the others prior written consent, employ or engage or otherwise facilitate the employment or engagement of any person who was employed or engaged by the other party at any time during a period of 12 months preceding the date on which the offer for employment or engagement was made.

16. FORCE MAJEURE The Company shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, 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.

17. CONFLICT If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

18. VARIATION No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. WAIVER 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.

20. RIGHTS AND REMEDIES 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.

21. SEVERANCE

21.1. 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.

21.2. 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.

22. ENTIRE AGREEMENT

22.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

22.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

22.4. Nothing in this clause shall limit or exclude any liability for fraud.

23. ASSIGNMENT

23.1. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

23.2. The Company 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.

24. NO PARTNERSHIP OR AGENCY Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. 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.

26. NOTICES

26.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery 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 fax to the other party’s fax number as set out in this agreement.

26.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery 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 fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

27. GOVERNING LAW 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.

28. JURISDICTION 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).

Your privacy is important to us, and so is being transparent about how we collect, use, and share information about you. This policy is intended to help you understand;

• What information we collection about you.
• How we use information we collect.
• How long we keep the information we collect
• How we share information we collect.
• How we store and secure information we collect.
• How to access and control your information.
• Other important privacy information.
• Contact us with questions or feedback

What information we collect about you

We collect information about you when you provide it to us, when you use our service and when other sources provide it to us, as further described below.

• Contact Information, such as first and last name, email address, business address and phone number;
• Billing Information, such as card number and billing address;
• Unique identifiers, such as email addresses, internal identifiers or passwords;
• Information about your business such as company name, business type, staff names.
• Information about your mobile device (if using our app) system version, model, the app version and push notification identifier

We may also collect, from you, personal information about your contacts such as a Name and email address where we can send receipts of your purchases. When you provide us with personal information about your contacts we will only use this information for the specific reason for which it is provided.

With every business that signs up to the service we may collect, from you, personal and business specific information in relation to creating social media content about your business. If you believe that one of your contacts has provided us with your personal information and you would like to request that it be removed from our database, please contact us at the contact information below.

As is true of most websites, we gather certain information automatically. This information may include Internet protocol (IP) addresses, browser type, Internet service provider (ISP), referring/exit pages, the files viewed on our site (e.g., HTML pages, graphics, etc.), operating system, date/time stamp, and/or clickstream data to analyze trends in the aggregate and administer the site.

Really Social and its partners use cookies or similar technologies to analyse trends, administer the website, track users’ movements around the website or mobile applications, and to gather demographic information about our user base as a whole. You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functions on our website or services.

Information Others Provide to Us – We may receive information from others that you have authorised that third party to provide to us. This could include the initial information to enable us to contact you (e.g. your full name, your email address and your business type).

How we use information we collect

The personal information as indicated being collected above is used for billing, identification, authentication, service improvement, delivering the service, research, and contact.

How we use information we collect

How long we keep information we collect about you depends on the type of information, as described in further detail below.  After such time, we will either delete or anonymize your information or, if this is not possible (for example, because the information has been stored in backup archives), then we will securely store your information and isolate it from any further use until deletion is possible.

Account Information: We retain your account information for as long as your account is active and a reasonable period thereafter in case you decide to re-activate the Services. We also retain some of your information as necessary to comply with our legal obligations, to resolve disputes, to enforce our agreements, to support business operations, and to continue to develop and improve our Services. Where we retain information for Service improvement and development, we take steps to eliminate information that directly identifies you.

Marketing Information: If you have elected to receive marketing emails from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our Services, such as when you last opened an email from us or ceased using our service.

How we share information we collect

1. With Third Party Business Partners:
   We may share your information with third-party business partners, for instance, for the purpose of enhancing our products and services. If you do not want us to share your personal information with these companies, contact us at the contact information below.
2. With Service Providers:
   We may share your information with third parties who provide services on our behalf to help with our business activities.  These companies are authorised to use your personal information only as necessary to provide these services to us, to which these services may include:
   • Payment processing
   • Providing customer service
   • Sending transactional communications
   • Sending marketing communications
   • Conducting research and analysis
   • Providing cloud computing infrastructure

How we store and secure information we collect.

The security of your personal information is important to us. We follow generally accepted standards to protect the personal information submitted to us, both during transmission and once it’s received. Really Social ensures that your private data remains confidential and restrict access to this data to Really Social employees, contractors and agents who need to know your information in order to operate or improve the service we provide. All individuals are bound by confidentiality agreements and may be subject to discipline, including termination or criminal prosecution, if they fail to meet these obligations.

If you have any questions about the security of your personal information, you can contact us at the contact information below. We may retain your information for as long as your account is active or as needed to provide you services, comply with our legal obligations, resolve disputes and enforce our agreements.

Please note that the internet is not a secure medium and although we will do our best to protect your data, we cannot guarantee the security of any data transmitted to the Really Social website or through Really Social itself. Any transmission is at your own risk.

Third parties

Where we utilise third parties to help provide our services, we will always ensure that the security policies and confidentiality arrangements of those third parties adhere to the same requirements we ourselves impose and expect, as a minimum.

Passwords

Where we have given you (or where you have chosen) a password which enables you to access our mobile and web application, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.

Credit Card Details

You will need to provide your credit card details in order to “subscribe” to our service. This information is passed directly to our payment provider Moonclerk which then passes this information onto stripe.

How to access and control your information

You have the right to request a copy of the information we hold about you, or object to our use of your information (including for marketing purposes), to request the deletion or restriction of your information, or to request your information in a structured, digital format. Upon request Really Social will provide you with information about whether we hold any of your personal information. You may access, correct, or request deletion of your personal information by contacting us at the contact information below. We will respond to your request within a reasonable time frame. In certain circumstances we may be required by law to retain your personal information, or may need to retain your personal information in order to continue providing a service.

Other important privacy information.

Our policy towards children

Our service is not directed to individuals under 18. We do not knowingly collect personal information from children under 18. If we become aware that a child under 16 has provided us with personal information, we will take steps to delete such information.

Your Choice

You may sign-up to receive email or newsletter or other communications from us.  If you would like to discontinue receiving this information, you may update your email preferences by using the “Unsubscribe” link found in emails we send to you or by contacting us at the contact information below.

Changes to our Privacy Policy

We may change this policy from time to time. We will post any privacy notice changes on this page and, if the changes are significant, we will make sure that this is sent to you via an email notification. We will also keep an archive of privacy policies for your review. We encourage you to review our privacy policies whenever you use the service to stay informed about our standards and practices and the ways you can help protect your privacy.

This Policy was last amended 4th April 2022.

Contact us with questions or feedback

Your information is controlled by Really Social Media Ltd. If you have any questions or concerns about how your information is handled, contact us using the details below.

Address: 

Really Social Media 
11 Cross Street Court,
Peterborough,
PE1 1XA.

email: privacy@reallysocial.media

Subscription Fees

The Subscription Fees are payable upfront each month and will vary depending on
the package selected.

Cancellation

You can cancel your contract with us at any time simply by giving us 30 days
notice before your next billing date, after your initial term (as outlined in the
Service Agreement document).

Email Address Storage Fees

Up to 2500 email subscribers are included in our packages, where applicable extra
email addresses can be stored at a rate of £10.00 per month for each additional
1000 email addresses.

Additional Services

Additional services such as menu creation can be offered for our standard hourly
rate of £45.00, subject to a minimum of 1hr.

All prices are exclusive of VAT.

We’re GDPR Compliant

The General Data Protection Regulation (GDPR)  is a new regulation in EU law on data protection and privacy for all individuals within the European Union. It also addresses the exportation of personal data of an EU citizen outside of the EU. This replaces the previous Data Protection Act (DPA).

This is overseen by the Information Commissioner Office (ico) and comes into force in the 25th May 2018.

Your Rights

GDPR defines your rights as the following;

• Right to be informed
• Right of access
• Right to rectification
• Right to erasure
• Right to restrict processing
• Right to data processing
• Right to data portability
• Right to object
• Right related to automated decision making

Key principles of personal Data

• Processed lawfully, fairly and in a transparent manner.
• Personal data to be collected for specific, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes.
• Adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed.
• Kept in a form which permits identification for no longer that is necessary for the purpose of which the personal data that are inaccurate.
• Processed in a manner that ensures appropriate security.

What have we done to prepare for GDPR

We are always improving technology, organisational and security measures across the company, We have and are implementing changes;

Company training: We have a commitment to be compliant with GDPR, everyone working at Really Social understands GDPR and their responsibility.

Audit: We have done a company wide data audit, to document what data we hold, where it comes from and how it’s processed. Allowing us to keep track of the data in regards to where it is stored and how it is used. This is an ongoing document that allows us to make sure data is protected.

Updated our privacy policy: We have updated our privacy policy so you can see how we handle your data and how long we hold it for, and how you can contact us.

Basis and consent: By signing up to the service Really Social Media provides, you are entering into an agreement which gives us legitimate basis to process your data, in line with GDPR requirements. However to allow us to news and offers we will make sure it’s obvious you will be entering into this and you can unsubscribe from these updates at any time.

Your Rights: GDPR allows you the right to see a full copy of the data we hold about you, and the right to request it is fully deleted from our system (although we might have to keep some record to ensure that you are not contacted in the future, or to comply with any legal obligations)

Keeping your data secure

We are always improving security and how we handle your data to make sure we have your trust with the data and social media accounts we hold. When we work with third parties (view our ‘sub processors’ section on this page to learn more ) to provide out service, we ensure that their security and data practices are in line with our own. If you find any security issues with this site or our applications please see our responsible disclosure policy (near the bottom of this page).

How can you manage access to your information (DSR requests)

If you have an account with us, you may access, correct, or request a correction/deletion of your personal data by contact us at info@reallysocial.media. We will aim to respond to this request within 20 days or less, which is well within the GDPR requirement of 30 days.