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SUBSCRIPTION TERMS

BACKGROUND:

These Subscription Terms set out the terms under which the Reputation Manager Solution, accessed via Subscriptions, is sold by Us to business customers through this website, https://artemis.marketing (“Our Site”). Please read these Subscription Terms carefully and ensure that you understand them before purchasing a Subscription. You will be required to read and accept these Subscription Terms when ordering a Subscription. If you do not agree to comply with and be bound by these Subscription Terms, you will not be able to purchase a Subscription and access the Reputation Manager Solution through Our Site. These Subscription Terms, as well as any and all Contracts entered into by Us are in the English language only.

1. Definitions and Interpretation

1.1       In these Subscription Terms, unless the context otherwise requires, the following expressions have the following meanings:

2. Information About Us

Our Site is owned and operated by Artemis Internet Marketing Ltd, a limited company registered in England and Wales with company number 05178285, whose registered office address is at Archer House Britland Estate, Northbourne Road, Eastbourne, East Sussex, BN22 8PW (“We/Us/Our”). Our VAT ID is GB 840849117.

3. Business Customers and Consumers

These Subscription Terms apply to business customers only. These Subscription Terms do not apply to individual consumers purchasing the Reputation Manager Solution for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

4. Subscriptions, Pricing and Availability

4.1       We may from time to time change Our prices. Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription. We will inform you of any change in price at least 30 days before the change is due to take effect.

4.2       Minor changes may, from time to time, be made to the Reputation Manager Solution, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Reputation Manager Solution and should not normally affect your use of the Reputation Manager Solution. However, if any change is made that would affect your use of the Reputation Manager Solution, suitable information will be provided to you regarding such impactful changes.

4.3       Where any updates are made to the Reputation Manager Solution, the Reputation Manager Solution will continue to match Our description of it as provided to you before you purchased your Subscription. Please note that this does not prevent Us from enhancing the Reputation Manager Solution, thereby going beyond the original description.

4.4       In consideration for use of the Reputation Manager Solution, you shall pay Us the one-off implementation fee plus the ongoing advance monthly subscription fee agreed between us (and dependent on the number of locations for which you wish to purchase a Subscription) and set out in Our Subscription Confirmation email. You shall also pay Us any additional costs and expenses (including without limitation SMS costs) notified and approved by you (via email or otherwise) in advance.

4.5       All our Prices are shown exclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

5. Your obligations

5.1       You shall provide Us with:

5.1.1    all necessary co-operation in relation to these Subscription Terms; and

5.1.2    all necessary access to such information, materials, data, content, access permissions and consents as may be required by Us, our agents, subcontractors, consultants and employees;

in order for Us to provide the services as detailed in Schedule 1.

5.2       Without affecting your other obligations under these Subscription Terms, you shall comply with all applicable laws and regulations and all instructions and any policies communicated to you by Us with respect to your activities under these Subscription Terms;

5.3       You shall carry out all of your responsibilities as set out in these Subscription Terms in a timely and efficient manner.

5.4       You shall be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to Our data centres and/or system as applicable, and be solely responsible for all problems, security, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections, internet or telecommunications links.

5.5       You shall keep any login credential and registration details for the Reputation Manager Solution strictly confidential at all times and never share these with third parties unless permitted by Us in writing in advance. In the event that you suspect or are aware that there has been any unauthorised use of or access to the Reputation Manager Solution, you shall immediately notify Us. We reserve the right to disable your passwords and login details and suspend your access to and use of the Reputation Manager Solution in the event that We suspect that you have breaches these Subscription Terms in any way.

6. Orders – How Contracts Are Formed
   • Our Site will guide you through the process of purchasing a Subscription. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.
   • We will provide you with access to Our Reputation Manager Questionnaire that you must complete before purchasing a Subscription with Us. You hereby agree that all information provided within the questionnaire will be complete, up-to-date and accurate and you will promptly inform Us if any of this information changes.
   • If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We may cancel your order and treat the Contract as being voided. We will not be responsible for any delay in the availability or provision of the Reputation Manager Solution that results from you providing incorrect or incomplete information via Our Reputation Manager Questionnaire or otherwise.
   • Only once you have agreed to these Subscription Terms will there be a legally binding Contract between Us and you.
   • Subscription Confirmations shall contain the following information:
     • Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and the Reputation Manager Solution available as part of it;
     • Fully itemised pricing for your Subscription including, where appropriate, taxes, and other additional charges; and
     • The duration of your Subscription (including the start date, and the expiry and renewal date)

• In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you.
• Any refunds due under this clause 6 will be issued to you as soon as possible, and in any event within 14 days of the day on which the event triggering the refund occurs.
• Refunds under this clause 6 will be made using the same payment method that you used when purchasing your Subscription unless you specifically request that We make a refund using a different method, such request being submitted to Us in writing.

7. Payment
   • Payment for Subscriptions must always be made on a monthly basis in advance by debit or credit card within 30 days from the date of Our invoice. Your card will be charged when We process your order and on each monthly anniversary thereafter. You agree to provide Us with valid, up-to-date and complete payment card details and any other relevant valid, up-to-date and complete contact and billing details and you hereby authorise Us to bill such card on the start date of the Contract for the subscriptionfees payable in respect of the first month and on each calendar monthly anniversary thereafter, until the Contract has been validly terminated by either party.
   • Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
   • If you do not make any payment due to Us on time, We will suspend your access to the Reputation Manager Solution and interest shall accrue on such overdue amounts at an annual rate equal to 4% over the then current base rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment or arbitration award as the case may be. For more information, please refer to clause 8.3. If you do not make payment within seven Business Days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us (including the balance of the initial term) will remain due and payable until settled in full, free from any deductions whatsoever (unless such deductions or withholdings are required by law).

8. Provision of the Reputation Manager Solution
   • The Reputation Manager Solution will be available to you (via the link and unique username and password provided) once We have completed the set-up process, which We aim to do within 5 Business Days following your order and receipt of all required information from you . The Reputation Manager Solution will continue to be available for the duration of your Subscription (including any renewals), or until the Contract is otherwise ended in accordance with these Subscription Terms. We shall use reasonable endeavours to provide you with the features and services set out in Schedule 1. Any agreed dates and timings shall be estimates only and time for performance by Us shall not be of the essence of the Contract. In the event of any delays in your provision of the information and assistance required in clause 5 or agreed by Us and you, We shall not be responsible for any failure to deliver or delays caused in the provision of the Reputation Manager Solution as a result thereof.
   • If We need to suspend availability of the Reputation Manager Solution, We will use all reasonable endeavours to inform you in advance of the suspension and explain why it is necessary. You will not be charged while availability is suspended and your Subscription will be extended by a period equivalent to the length of the suspension (unless the period of suspension is less than 14 days. If the suspension lasts (or We tell you that it is going to last) for more than 30 Business Days, you may end the Contract as described below in clause 12.1.
   • We may suspend provision of the Reputation Manager Solution if We do not receive payment on time from you. We will inform you of the non-payment on the due date, however if you do not make payment within seven Business Days of Our reminder, We may suspend provision of the Reputation Manager Solution until We have received all outstanding sums due from you (with such outstanding sums being paid in full, free from any deductions). If We do suspend provision of the Reputation Manager Solution, We will inform you of the suspension in writing. You will not be charged for any the Reputation Manager Solution while provision is suspended.

9. Licence
   • When you purchase a Subscription to access the Reputation Manager Solution, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Reputation Manager Solution for commercial purposes. The licence granted to you does not give you any rights in the Reputation Manager Solution (including any material that We may licence from third parties).
   • Where you supply any content or materials to Us, you hereby grant Us a limited, non-exclusive, non-transferable, revocable, worldwide licence to use the same solely for the purposes of, and only to the extent required to, provide the Reputation Manager Solution, including those services set out in Schedule 1. You hereby represent and warrant that you have the right to use such content and materials. In the event of any actions, proceedings, claims, demands or costs against Us on the grounds that Our use or possession of any content or materials provided by you constitutes the infringement of any intellectual property rights belonging to a third party, you shall indemnify Us from and against the same.
   • You acknowledge and agree that We and/or Our licensors own all intellectual property rights in the Reputation Manager Solution. Except as expressly stated herein, these Subscription Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Reputation Manager Solution.

10. Acceptable Use
    • You must not use the Reputation Manager Solution:
      • to distribute any obscene or illegal material including that which is pornographic, abusive, harmful, threatening, malicious, harassing, fraudulent, obscene, defamatory, discriminatory or that which encourages criminal activities;
      • for any purpose which is unlawful, fraudulent, or infringes any third-party rights;
      • in any way which may put Us in breach of a contractual or other obligation owed by Us to any third party (including any internet service provided);
      • to store, transmit or distribute computer viruses, malware, spyware or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent; or
      • to link to any other websites or systems hosting any material described above.
    • We reserve the right to remove content from the Reputation Manager Solution where We reasonably suspect there has been a breach of clause 10.1 and We may suspend any or all of your Subscriptions and/or access to the Reputation Manager Solution while We investigate the matter.
    • You hereby acknowledge that We do not purport to monitor your use of the Reputation Manager Solution or any content you upload via your use thereof.
      • Further, you shall not:
        1. attempt to copy, duplicate, modify, create derivative works from, distribute, licence, sell, rent, lease, sublicense, transfer, assign, reproduce, frame, mirror, publish, display or otherwise commercially exploit all or any portion of the Reputational Manager Solution except to the extent expressly set out in these Subscription Terms (if any) or as may be allowed by any applicable law which is incapable of exclusion by agreement between Us and you;
        2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Reputational Manager Solution, except as may be allowed by any applicable law which is incapable of exclusion by agreement between Us and you;
        3. access all or any part of the Reputation Manager Solution in order to build a product or service which competes with the Reputation Manager Solution or the features and services as elucidated in Schedule 1 of these Subscription Terms;
        4. use the Reputation Manager Solution to provide services to third parties or to attempt to obtain, or assist third parties in obtaining, access to the Reputation Manager Solution; or
        5. in accordance with clause 20.2, assign or transfer, temporarily or permanently, any of your rights under these Subscription Terms.

11. Term and Ending Your Subscription
    • Your Subscription comes into force on the date this Contract is formed (see clause 6) and continues for an initial 12-month minimum term. Thereafter, the Subscription shall be automatically renewed for successive periods of 12 months unless it is terminated by either party in accordance with these Subscription Terms. You must give us at least 30 days’ notice in writing if you do not wish to renew your Subscription at the end of the initial 12-month term. For the avoidance of doubt and to the extent legally permitted, Subscriptions may not be cancelled by you during the initial 12-month term. After the initial 12-month period, you may cancel your Subscription by providing Us with 30 days’ notice, however subject to clause 12 (outlining your rights to cancel arising due to something done by Us). Termination of your Subscription following the initial 12-month minimum will take effect from the end of the then current monthly billing period. Subscription fees will not be refunded for early cancellation or any other reason, unless expressly set out in these Subscription Terms.
    • Without affecting any other right or remedy available to Us, We may terminate your Subscription and the Contract at any time by giving you 30 days’ notice. We may also terminate your Subscription with immediate effect by giving written notice to you if you: a) commit a material breach these Subscription Terms which is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so; b) in the circumstances set out in clause 7.3; c) if you enter into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with Our prior written approval), or compound with or make any arrangement with your creditors or make a general assignment for the benefit of your creditors, or if you have a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of your undertaking or assets; d) if you cease or threaten to cease to carry on its business, or make any material change in your business, or if you suffers any analogous process under any foreign law; or e) if the Reputation Manager Solution is discontinued by the licensor or if Our rights to use and sublicense the Reputation Manager Solution to third parties ends at any time.
    • If you wish to exercise your right to cancel under this clause 11, you must inform Us of your cancellation by email to man@artemis.marketing, providing Us with your name, address, email address, and telephone number.

12. Ending the Contract Because of Something We Have Done
    • If We have suspended availability of the Reputation Manager Solution for more than 30 Business Days, or We have informed you that We are going to suspend availability for more than 30 Business Days, you may end the Contract immediately, as described in clause 8.2. If you end the Contract for this reason, We will issue you with a refund.
    • If We inform you of an error in the price or description of your Subscription or the Reputation Manager Solution and you wish to end the Contract as a result, you may end it immediately. If you end the Contract for this reason, We will issue you with a pro-rated refund.
    • You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation.
    • If you wish to exercise your right to cancel under this clause 12, you must inform Us of your cancellation as described in clause 11.3.
    • Refunds under this clause 12 will be issued to you as soon as possible, and in any event within 14 days of the day on which you inform Us that you wish to cancel.
    • Refunds under this clause 12 will be made using the same payment method that you used when purchasing your Subscription unless you specifically request that We make a refund using a different method.
    • On expiry or termination of these Subscription Terms, all licences granted hereunder shall immediately terminate and you shall immediately cease all use of the Reputation Manager Solution.

13. Our Liability
    • Subject to clause 13.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, loss of anticipated savings, depletion of or damage to 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 arising out of or in connection with any Contract between you and Us.
    • Subject to clause 13.3, Our total aggregate liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the equivalent of one month’s worth of the currently ongoing monthly subscription fee payable by you at the time of the claim.
    • Nothing in these Subscription Terms seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

14. Disclaimers
    • You acknowledge that We rely on third parties making available the Reputation Manager Solution. Unless otherwise expressly set out herein these Subscription Terms, all Subscriptions and the Reputation Manager Solution are provided to you by Us “as is”. We do not warrant that your use of the Reputation Manager Solutionwill be uninterrupted or error-free, that the services and/or the information obtained through the Reputation Manager Solution will meet your requirements, or that it will be free from vulnerabilities. You assume sole responsibility for putting the Reputation Manager Solution to use, for results obtained from the use of the Reputation Manager Solution and for conclusions drawn from such use. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties of suitability, reliability, accuracy, correctness, timeliness, availability, completeness and any warranties arising by statute or otherwise in law or arising from course of dealing, usage, or trade practice. Without limiting the foregoing, We make no warranty of any kind that the Subscriptions and/or the Reputation Manager Solution, or any results of the use thereof, will meet customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free. We accept no liability for any failures or delays in providing the Reputation Manager Solution for reasons due to third parties, including without limitation, third party licensors, networks, search engines, websites or internet service providers.
    • You acknowledge that there is no guarantee that the Reputation Manager Solution will result in your website appearing and/or remaining or improving its rankings in the search results on any designated search engine and We accept no responsibility for any negative impact on your site’s search engine ranking or internet traffic.

15. Events Outside of Our Control (Force Majeure)

We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

16. Confidentiality
    • Each party may be given access to Confidential Information in order to perform its obligations under these Subscription Terms. A party’s Confidential Information shall not include information that:
      • is or becomes publicly known other than through any act or omission of the receiving party; or
      • was in the other party’s lawful possession before the disclosure; or
      • is lawfully disclosed to the receiving party by a third party without restriction or disclosure; or
      • is independently developed by the receiving party, which independent development can be shown by written evidence.
    • Subject to clauses 16.3 and 16.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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 these Subscription Terms.
    • Each party may disclose the other party’s Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Subscription Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 16.
    • 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 16.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    • The above provisions of this clause 16 shall survive termination of these Subscription Terms, however arising.

17. Warranties and Indemnity
    • By agreeing to these Subscription Terms, you warrant that you have full capacity and authority and all necessary consents to enter into and to perform the Contract with Us and that these Subscription Terms are executed by a duly authorised representative and represents a binding commitment on the entity on whose behalf you enter into this Contract.
    • You shall defend, indemnify and hold harmless, Us, Our officers, directors and employees 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 your use of the Reputation Manager Solution and any breach of these Subscription Terms or the Contract.

18. Communication and Contact Details

If you wish to contact Us with general questions, feedback or complaints, for matters relating to the Reputation Manager Solution or your Subscription, or for matters relating to cancellations, you may contact Us by telephone at 01444 645018, by email at rep.man@artemis.marketing, or by post at Danworth Farm, Cuckfield Road, Hurstpierpoint, West Sussex, BN6 9GL.

19. How We Use Your Personal Information (Data Protection)
    • All personal information that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.
    • Both you and We agree to comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, You are the controller and We are the processor. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to Us for the duration and purposes of the Contract.
    • For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy at https://artemis.marketing/privacy-policy/.
20. Other Important Terms
    • We may transfer (assign) Our obligations and rights under these Subscription Terms (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). Your rights under these Subscription Terms will not be affected and Our obligations under these Subscription Terms will be transferred to the third party who will remain bound by them.
    • You may not transfer (assign) your obligations and rights under these Subscription Terms (and under the Contract, as applicable).
    • The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Subscription Terms.
    • If any of the provisions of these Subscription Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Subscription Terms. The remainder of these Subscription Terms shall be valid and enforceable.
    • These Subscription Terms constitute the entire agreement between Us and you with respect to your purchase of Subscriptions and the Reputation Manager Solution from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Subscription Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
    • No failure or delay by Us in exercising any of Our rights under these Subscription Terms means that We have waived that right, and no waiver by Us of a breach of any provision of these Subscription Terms means that We will waive any subsequent breach of the same or any other provision.
    • We reserve the right to revise, amend and/or modify these Subscription Terms from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Subscription Terms as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with the changes made to these Subscription Terms.

21. Governing Law and Jurisdiction
    • These Subscription Terms, and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England and Wales.
    • Any disputes concerning these Subscription Terms, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE ONE

REPUTATION MANAGER SOLUTION FEATURES AND SERVICES

1. We will provide you with the following features and services as part of your Subscription and via the Reputation Manager Solution (the list below is not intended to be exhaustive and we provide no warranty that your Subscription and/or use of the Reputation Manager Solutions will achieve any of the ends outlined below):

(a)       Help you monitor and grow online customer reviews for your product/service in a password protected dashboard across Google and other relevant review platforms;

(b)       Get alerts to respond and manage both positive and negative feedback in a timely manner within the platform;

(e)       Grow reviews by sending out customised emails within the platform or independently inviting feedback, including a feedback score and feedback funnel to analyse the success of these campaigns;

2. Any support will be provided to you via our dedicated support email rep.man@artemis.marketing