- Scope of Agreement
This agreement establishes a legally binding relationship between 360 Intelligence Ltd and the Client. Under this agreement, 360 Intelligence Ltd will provide the services described in the “Description” section of the Contract Terms (the “Services”) in exchange for the Client’s payment of the Total Price. - Duration of Agreement
This agreement commences on the Agreement Date and continues until the Campaign End Date, as stated in the Contract Terms. At the Campaign End Date, the agreement will automatically terminate. Services not utilized by the Client by the Campaign End Date will expire, and 360 Intelligence Ltd will have no obligation to deliver any undelivered Services. If the Services are not fully delivered by the Campaign End Date for reasons other than the Client’s failure to utilize them, 360 Intelligence Ltd reserves the right to continue delivering the Services (or Services of equivalent value) until they are fully delivered. - Payment Terms
Upon signing this agreement, the Client will receive an invoice from 360 Intelligence Ltd. Payment must be made via bank transfer to 360 Intelligence Ltd’s bank account within 30 days of the invoice date without setoff. Late payments will incur simple interest, calculated daily at 4% per year above the Bank of England’s base rate, accruing from the due date until payment is made. Invoices unpaid for 120 days or more may be referred to a third-party collection agency, and the Client agrees to reimburse any associated recovery costs in addition to paying the overdue invoice amount. - Ownership of Intellectual Property
All intellectual property rights in content created by 360 Intelligence Ltd are owned exclusively by 360 Intelligence Ltd or its third-party licensors. This includes rights to banners, newsletters, mailshots, articles, and reports (referred to as “360 Intelligence Ltd IP”). Materials provided by the Client to 360 Intelligence Ltd, including trademarks, service marks, logos, or other content, remain the exclusive property of the Client (“Client IP”). - Use of Client IP
360 Intelligence Ltd is granted the right to use the Client IP solely for the purpose of delivering the Services. This may include posting the Client IP on Client Websites. Client IP may remain on 360 Intelligence Ltd’s Websites beyond the duration of the agreement but can be removed at the Client’s request at any time. Unauthorized use of either party’s property constitutes a material breach of this agreement. - Client Recognition
The Client grants 360 Intelligence Ltd permission to use the Client’s name and logo on 360 Intelligence Ltd’s website to identify the Client as a client. This permission can be withdrawn at the end of the agreement by providing written notice, and 360 Intelligence Ltd will comply within 30 days. - Confidentiality
The terms of this agreement and any confidential information disclosed during its performance must be kept confidential by both parties for the duration of the agreement and for ten years afterward. Confidentiality obligations do not apply to disclosures required by law or to professional advisors under specific conditions. - Personal Data Handling
Personal data provided by audience members is processed by 360 Intelligence Ltd based on consent or legitimate interest. Data shared with third parties, including the Client, is governed by applicable Data Protection Legislation. The Client must strictly process personal data solely for agreed purposes and must ensure compliance with data protection obligations outlined in the accompanying schedule. - Force Majeure
360 Intelligence Ltd will not be held in breach of its obligations under this agreement if prevented or delayed by circumstances beyond its reasonable control (a “force majeure event”). If Services are postponed or canceled due to such events, 360 Intelligence Ltd will endeavor to reschedule or offer an alternative product, subject to pricing adjustments. - Limitations of Liability
Except in cases of fraud or matters that cannot legally be excluded or limited, each party’s total liability to the other is capped at the Total Price paid in the 12 months preceding the claim. Indirect or consequential losses, including loss of profits or business, are excluded. - Early Termination
Either party may terminate the agreement immediately in cases of material breach, insolvency, or cessation of business by the other party. - Post-Termination Obligations
After termination, each party may continue using the other’s intellectual property as outlined in this agreement. The Client remains responsible for unpaid fees, and 360 Intelligence Ltd is not obligated to refund any portion of the Total Price. - Legal Compliance
Both parties are required to comply with all applicable laws and regulations during the performance of their obligations under this agreement. - Third-Party Rights
This agreement does not confer rights to any third party. - Data Accuracy Disclaimer
Data provided as part of the Services is supplied by third parties. 360 Intelligence Ltd disclaims liability for inaccuracies in such data. - Amendments
Changes to the agreement, except updates to contact details or duration via email, require written consent from both parties. - Notice
Notices must be delivered to the addresses provided in the Contract Terms. Notices sent by registered mail are deemed received two days after posting, and emails are deemed received upon transmission, provided no bounce-back email is received. - Assignment
360 Intelligence Ltd may assign its rights under this agreement to a third party without consent. The Client may assign rights only with prior written consent. - Severability
If any clause of this agreement becomes invalid, the remaining provisions will continue to apply, with modifications if necessary to ensure enforceability. - Conflicts
In case of conflict, the Contract Terms take precedence over these Standard Terms and Conditions. - Entire Agreement
This document constitutes the entire agreement between the parties and supersedes any prior agreements or understandings. - Public Announcements
Public announcements about this agreement are prohibited without prior written consent, except as specified for Client recognition. - Independent Contractors
The parties remain independent contractors, and nothing in this agreement creates a partnership or agency relationship. - Waiver
Failure to enforce any term does not constitute a waiver of rights under this agreement. - Counterparts
This agreement may be executed in counterparts, with electronic or PDF signatures considered valid. - Governing Law
This agreement is governed by the laws of England and Wales. - Jurisdiction
Disputes arising from this agreement are subject to the exclusive jurisdiction of the courts of England.
Schedule: Data Protection Obligations
1. Definitions
Data Controller: Has the meaning given to ‘Data Controller’ or ‘Controller,’ as appropriate, in the UK GDPR and Data Protection Laws. Data Processor: Has the meaning given to ‘Data Processor’ or ‘Processor,’ as appropriate, in the UK GDPR and Data Protection Laws. Data Breach: A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored, or otherwise processed. Data Protection Laws: Refers to the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and all applicable laws concerning data protection, privacy, and the processing of personal data. Personal Data: Has the meaning given in the Data Protection Laws.
2. Roles and Responsibilities
2.1. Both 360 Intelligence Ltd and the Client acknowledge and agree that they act as Data Controllers with respect to personal data processed under this agreement, unless otherwise specified in writing. 2.2. If any processing falls under the role of Data Processor for either party, specific written instructions, responsibilities, and obligations will be outlined in a Data Processing Agreement.
3. Compliance with Data Protection Laws
3.1. Each party warrants that it has complied, and will continue to comply, with the requirements of all applicable Data Protection Laws, including the UK GDPR. 3.2. Each party agrees to implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
4. Data Processing Obligations
4.1. In respect of any personal data received or shared under this agreement, the Client agrees to ensure that appropriate safeguards are in place to maintain the security of the personal data; not engage any sub-processor without obtaining the prior general written authorization of 360 Intelligence Ltd; and ensure that sub-processors are bound by obligations equivalent to those set out in this schedule. 4.2. Both parties agree to provide reasonable assistance to one another in responding to data subject requests under Chapter III of the UK GDPR, including access, rectification, erasure, or restriction of processing.
5. Data Breach Notification
5.1. The Client must notify 360 Intelligence Ltd in writing without undue delay and, where feasible, within 24 hours of becoming aware of any data breach involving personal data shared under this agreement. 5.2. Notifications must include a description of the nature of the breach, including the categories and approximate number of data subjects concerned; contact details of the data protection officer or relevant contact point; and the likely consequences of the breach and any measures taken or proposed to address it.
6. International Data Transfers
6.1. Personal data may not be transferred outside the UK unless the transfer is to a country or territory that provides an adequate level of protection under the UK GDPR or appropriate safeguards, such as Standard Contractual Clauses, are implemented.
7. Retention, Deletion, or Return of Personal Data
7.1. Upon termination of this agreement, the Client must either delete or return all personal data received under this agreement, unless required by law to retain it. 7.2. The Client must confirm in writing the completion of such deletion or return within 30 days of termination.
8. Audit and Inspection
8.1. 360 Intelligence Ltd reserves the right to conduct audits or inspections to verify the Client’s compliance with its data protection obligations. 8.2. The Client must provide full cooperation during such audits, including access to systems, policies, and personnel involved in the processing of personal data.
9. Data Protection Impact Assessments (DPIAs)
9.1. The Client agrees to provide assistance to 360 Intelligence Ltd in conducting DPIAs where required under the UK GDPR, particularly for processing likely to result in a high risk to individuals’ rights and freedoms.
10. Record-Keeping
10.1. Both parties will maintain a record of processing activities as required under Article 30 of the UK GDPR.
11. Indemnification
11.1. The Client agrees to indemnify and hold harmless 360 Intelligence Ltd from any claims, damages, or losses arising from the Client’s failure to comply with this Data Protection Schedule, including costs related to breaches or regulatory investigations.