These Terms of Service contain the terms and conditions that govern all use of our Services (as defined below) and all content and deliverables made available to clients in connection with those Services (collectively, the 'Media Intelligence Services').
The Media Intelligence Services are offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies, and any future modifications thereof (collectively, the 'Terms').
When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
Supplier may, in its sole discretion, elect to suspend or terminate access to, or provision of, the Media Intelligence Services to anyone who violates these Terms.
01 Definitions
- Account
- The manner in which a User accesses and engages with the Media Intelligence Services, as established upon onboarding.
- Content
- Any data, reports, summaries, or analytical information delivered through or in connection with the Media Intelligence Services.
- Media Intelligence Services
- Also referred to as 'Service' or 'Services', means the media monitoring, analysis, and intelligence services provided by Supplier to the User, as further described in the applicable service agreement or engagement letter, and all related Content and deliverables.
- Third-party platforms
- The external software tools, data providers, media monitoring platforms, and other technology services used by Supplier to deliver the Media Intelligence Services, which are operated and maintained by independent third parties.
- User
- A client or authorized representative of a client who has entered into these Terms with Supplier and receives the Media Intelligence Services.
- User data
- Personal data, instructions, briefs, and materials that a User provides to Supplier in connection with the provision of the Media Intelligence Services.
- Personal data
- Any information relating to an identified or identifiable natural person.
- Supplier
- The entity providing the Media Intelligence Services, as identified in the applicable engagement letter or service agreement.
02 Authority to enter into terms with Supplier
The use of the Media Intelligence Services is subject to acceptance of these Terms. To accept these Terms for itself, a person must have the legal capacity to do so. In the case of an individual, he/she must be at least 16 years of age to engage with this Service. For citizens of the European Union, the minimum age to use this Service is 16. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as one of the following occurs first:
- The User has received a signed engagement document, service agreement, or written confirmation from Supplier confirming the provision of Services;
- The User has submitted a brief, instruction, or any form of request to Supplier in connection with the Media Intelligence Services.
Once accepted, these Terms remain effective until terminated as provided for herein.
03 Modifications to Terms
Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by notifying the User in writing. Please review these Terms periodically for changes. Your continued use of the Media Intelligence Services after such changes have been communicated constitutes your binding acceptance of such changes.
Such amended Terms will automatically be effective upon the earlier of:
- Your continued use of or engagement with the Media Intelligence Services following notification;
- 30 days from the date on which such modified Terms were communicated to you.
Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.
04 Our responsibilities
Supplier will:
- Provide the Media Intelligence Services to the User in accordance with these Terms and any applicable engagement letter or service agreement;
- Use commercially reasonable efforts to deliver Services in a timely and professional manner;
- Notify the User in advance of any planned interruptions to service delivery where reasonably practicable.
Supplier's ability to deliver the Media Intelligence Services is partly dependent on the availability and performance of third-party platforms. Supplier shall not be liable for any delay, disruption, or reduction in service quality caused by the unavailability or malfunction of such third-party platforms, including but not limited to acts of government, data provider outages, platform policy changes, internet service provider failures, or other circumstances beyond Supplier's reasonable control.
05 Engaging with the Media Intelligence Services
5.1 Scope of services
Supplier provides media intelligence and monitoring services on a bespoke, non-platform basis. All deliverables, including briefings, reports, analyses, and other outputs, are produced manually or with the assistance of third-party platforms and are delivered directly to the User via agreed channels (e.g., email, shared document repositories, or other agreed methods).
Supplier does not operate a proprietary software platform. Accordingly, User access is not granted to any application, dashboard, or self-service tool owned by Supplier. All Services are provided on a managed-service basis.
5.2 Onboarding and engagement
To commence receiving the Media Intelligence Services, the User must:
- Enter into an engagement letter or service agreement with Supplier setting out the scope, deliverables, and commercial terms;
- Provide Supplier with accurate, complete, and up-to-date information and briefs as required for the delivery of the Services;
- Designate an authorized point of contact responsible for managing the engagement with Supplier.
5.3 Termination of engagement
Either party may terminate the engagement in accordance with the notice provisions set out in the applicable engagement letter or service agreement. In the absence of such provisions:
- Either party may terminate by providing 30 days' written notice to the other;
- Upon termination, Supplier will cease delivery of the Services and, upon written request, will delete or return any User Data in its possession within 30 days of the effective date of termination.
06 Intellectual property rights
6.1 Supplier's intellectual property
All methodologies, analytical frameworks, templates, processes, and know-how used by Supplier in the delivery of the Media Intelligence Services are and remain the sole and exclusive property of Supplier. Nothing in these Terms grants the User any ownership rights or intellectual property rights in or to Supplier's methods, tools, or internal processes.
Supplier reserves all rights not expressly granted in these Terms.
6.2 Deliverables
Subject to full payment of applicable fees, Supplier grants the User a non-exclusive, non-transferable licence to use the deliverables produced under these Terms (including reports, briefings, and analyses) for the User's internal business purposes. The User may not resell, sublicense, publicly distribute, or commercially exploit such deliverables without Supplier's prior written consent.
6.3 User data
Supplier may use User Data solely for the purpose of delivering the Media Intelligence Services. Supplier shall not use User Data for any other commercial, marketing, or unrelated purpose without the User's prior written consent. Supplier may use aggregated and anonymised data derived from its activities for internal research, service improvement, or benchmarking purposes, provided that such data cannot be used to identify the User or any individual.
The User is solely responsible for ensuring that any data or content it provides to Supplier in connection with the Services does not infringe any third-party rights and that the User has the necessary rights, consents, and permissions to share such data with Supplier.
07 Third-party platforms
The Media Intelligence Services are delivered with the assistance of third-party platforms, including media monitoring tools, data aggregators, social listening platforms, and other technology services operated by independent providers. Supplier selects third-party platforms with reasonable care but makes no representations or warranties regarding their accuracy, availability, completeness, or continued operation.
Supplier shall not be liable for any errors, omissions, disruptions, or limitations in the Media Intelligence Services that arise as a result of the performance or non-performance of third-party platforms. Where a third-party platform materially affects service delivery, Supplier will use commercially reasonable efforts to notify the User and, where possible, identify an alternative approach.
The User acknowledges that the scope and coverage of media monitoring outputs are inherently dependent on the indexing capabilities, geographic coverage, and licensing agreements of third-party platforms, and that complete coverage of all media sources cannot be guaranteed.
08 Confidentiality
Each party agrees to keep confidential all non-public information received from the other party in connection with these Terms or the provision of the Media Intelligence Services, and not to disclose such information to any third party without the disclosing party's prior written consent, except as required by law or regulatory authority.
Supplier will ensure that any employees, contractors, or subcontractors involved in delivering the Services are subject to equivalent confidentiality obligations.
This obligation of confidentiality shall survive termination of the engagement for a period of three (3) years.
09 Governing law and jurisdiction
These Terms will be interpreted in accordance with the laws applicable in Romania (EU), without regard to its conflict-of-law provisions. The parties hereby agree that any claim or dispute arising in connection with these Terms or the Media Intelligence Services shall be subject to the exclusive jurisdiction of the Romanian courts, to the exclusion of any other jurisdiction.
10 Disclaimers
Unless otherwise expressly stated by Supplier, the Media Intelligence Services and all related Content and deliverables are provided on the basis of best efforts and reasonable professional judgment. Supplier does not warrant that the Services will be error-free, complete, or uninterrupted, nor that any particular media source, publication, or platform will be covered.
To the fullest extent permissible under applicable law, Supplier and its affiliates disclaim all warranties, statutory, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, and accuracy of information sourced from third-party platforms.
The User acknowledges that media monitoring outputs are informational in nature and do not constitute legal, financial, political, or any other form of professional advice.
11 Limitation of liability
To the maximum extent permitted by applicable law, Supplier's total aggregate liability to the User for any and all claims arising under or in connection with these Terms shall not exceed the total fees paid by the User to Supplier in the three (3) months preceding the event giving rise to the claim.
In no event shall Supplier be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of revenue, loss of business opportunity, loss of data, or reputational harm, even if Supplier has been advised of the possibility of such damages.