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"Customers" means the customers of your business who you contact for Feedback their feedback.
"Customer Data" means the data provided by you relating to Customers.
"Feedback" means the feedback provided via our technology by Customers relating to your business.
"ITDM Logo and Widget" means the logo and the widget containing the term " iTrust-reviews" as depicted on the ITDM website.
"Rating" means the rating provided by us on your website.
"ITDM Website" means the website to which the domain name relates; www.iTrust-reviews.com
"Intellectual Property Rights" means rights in inventions, patents, technology, copyright, rights in designs, rights in databases, rights in trademarks.
“Loss" means any loss, damage, liability, cost or expense including reasonable legal costs and expenses.
"Monthly Fee" means the monthly subscription as set out in the Order payable by you to us on the payment date;
“Mailing Tool” This is the ITDM bulk mailing technology which provides the subscriber to contact their database via a dedicated login from the ITDM website ( provided with all subscriptions)
"Order" means the order as agreed and signed by the duly authorised representatives of the parties.
"Payment Date" means the date each month that the monthly subscription fee is due as set out in the Order.
2.Start date and period of agreement
2.1 This Agreement shall commence on the commencement date set out in the Order (the "Start Date") and shall be paid on a monthly basis when booked on the monthly plan and paid yearly when booked on the yearly plan. Itrust Digital Marketing operate an automatic renewal and payment policy and subscriptions will automatically be renewed unless cancelled in advance or terminated earlier in accordance with the agreement.
3.Customer Data and Customer Emails
3.1 You agree that you are solely responsible for providing us with the Customer Data via our website and you acknowledge that our services under this Agreement are dependent on you making use of the "mailing tool" provided to you with the agreement.
3.2 You warrant that you have the right to legally make use of the Customer Data and that the use of this data ( in accordance with the terms of this Agreement ) shall not infringe the Intellectual Property Rights of any third party or otherwise be in breach of applicable law.
3.3 You further undertake that the Customer Data shall be genuine, true and accurate in all material respects and has not been manipulated or edited by you.
3.4 We reserve the right to conduct a ad-hoc check of any Customer Data provided by you in order to ensure the integrity of the data. You agree that in response to any notice from us requiring such ad-hoc check you shall grant us such access to your Customer Data, systems, records and personnel as may be reasonably required by us to verify that the data provided to us. Any such audit shall be exercised upon reasonable notice (to be not less than 48 hours) and during normal working hours.
3.5 We undertake to use the provided Data solely for the purposes of gathering the Feedback under the terms of this Agreement and shall not make further contact with any Customer except:
(a) with the prior written consent of you and/or the Customer;
(b) where details of a Customer have been provided to us by a third party;
(c) as required by law or by any court, tribunal or administrative body of competent jurisdiction;
(d) to inform the Customer of a response you have made to his/her comments; or
(e) for the purpose of satisfying our obligations and exercising our rights under this Agreement.
3.6 We retain complete control over the format and content of the jointly-branded emails which are sent to Customers for their Feedback. You shall have the right to make requests regarding potential changes to the Customer Emails and we shall use our reasonable endeavours to incorporate any request into the Customer Emails.
4. iTrust Logo and Widget
4.1 Throughout the Period, you shall display on your website the iTrust-reviews' Logo together with the Widget. The positioning of these on your website is at your discretion.
4.2 You acknowledge that all rights and ownership of the iTrust Logo and Widget is property of ITDM. You are granted a non-exclusive, non-transferable, revocable licence for the Period to use the logo and widget as provided in this Agreement.
5. Subscription Fees and Payment
5.1 With effect from the commencement date, you shall pay the Subscription Fees to us as set out in the Order in full without any deduction.
5.2 The Subscription Fees are due irrespective of whether you have made use of the "Mailing Tool". The failure by you to contact your clients via our ITDM website with Customer Data shall in no way be deemed as either grounds for or notice of termination of this Agreement.
5.3 If you fail to pay any sum due under this Agreement within 14 days of the Payment Date, we reserve the right to suspend our services under this Agreement and/or claim interest at the rate of 3% above Llyods Bank base rate at the time the debt is enforced.
6. Feedback and Responses
6.1 Throughout the Term, you agree and acknowledge that we may publish agreed Feedback on the ITDM Website for up to 2 years from the date of receipt from the Customer. Upon termination of this Agreement, we shall remove all Feedback from your Customers and/or relating to you from the ITDM Website if requested to do so.
6.2 You shall have the right to publish a response to any Feedback posted on the ITDM Website . You agree to publish any Customer reply in a full, fair and clear manner.>
6.3 We shall publish any Response and Customer Reply on the ITDM Website and display the Response and/or a Customer Reply.>
6.4 You shall take all reasonable measures to ensure that all Responses are genuine, true and accurate, are not manipulated in any way. You shall further ensure that the Responses do not contain any material that may reasonably be construed as offensive, defamatory or unlawful.>
7. Data Protection
7.1 In this Clause, the expressions "data controller, "data processor", "personal data", "process" shall have those meanings as set out in the Data Protection Act 1998.
7.2 You agree that, in respect of any personal data comprised in the Customer Data, Response or Customer Reply or any other personal data relating to any Customer ("Customer Personal Data") that is made available to us under this Agreement, you are the data controller and we are the data processor. As such, you agree that you shall comply with your responsibilities under the Data Protection Act 1998 and all other applicable UK data protection law with respect to the Customer Personal Data.
8. Limited Warranty and Suitability of Service
8.1 Each party warrants to the other that it has the right, power and authority to enter into this Agreement and that the performance of its obligations under this Agreement shall be not be unlawful or be in breach of any other agreement.
8.2 As ITDM is an Internet based service, whilst we shall use reasonable endeavours to make available our services under this Agreement, we cannot guarantee that these services shall be available at all times. Our services under this Agreement are provided , without warranty of any kind save as may be expressly provided in this Agreement and by applicable law. It is for you to ensure that the services we provide under this Agreement are suitable for your business, including upgrading your systems to support any required software.
9.1 You shall not, without our prior written consent, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of your rights or obligations under this Agreement.
10. Force Majeure
We may defer the delivery of the services if prevented from doing so by circumstances beyond our control. If the situation continues for more than 28 days you may terminate this Agreement, in writing, with immediate effect.
11.1 The Customer/Supplier may terminate this Agreement for any reason without penalty. Customers/Suppliers on the Monthly Subscription Plan can cancel at anytime but no refunds will be made for the unused remainder of the month. Customer/Suppliers on the Yearly Subscription Plan can cancel at any time but no refunds will be made for the unused remainder of the year.
11.2 Without prejudice to Clause 11.1, either party may terminate this Agreement at any time during the Term on 28 days notice if:
(a) the other fails to pay any sum due on or before the relevant due date set out in the Order and the party wishing to terminate has given the party in default 14 days notice requiring payment and the party in default has failed to pay in that period;
(b) the other party is in material default of any obligation under this Agreement;
(c) a resolution is passed for the voluntary or compulsory liquidation of the other or a receiver or administrator is appointed over all or part of its business or the other commits any other act of insolvency; or
(d) for force majeure pursuant to Clause 10.
11.3 On the termination of this Agreement all rights of either party to make use of the name and/or logo of the other under this Agreement shall immediately cease.
11.4 On termination under this Clause both parties shall promptly account to the other for all payments due in accordance with this Agreement.
12. Neither party shall be liable for any loss of profits or revenues, loss of business opportunity, loss of goodwill or reputation, loss of data or any indirect, consequential or special loss whatsoever.
13. Marketing and Promotional Understanding
You agree that we may identify you as a customer on the ITDM Website and you consent to our use of Feedback (or a link to the Feedback) to introduce marketing opportunities to other clients of our services.
14. All legal or formal communications to ITDM shall be sent in writing to the registered address in clause1 above.
15.1 This Agreement constitutes the entire agreement between the parties relating to its subject matter. Each party confirms that it has not relied upon any representation not recorded in this Agreement in entering into this Agreement.
Terms and Conditions, April 2014
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