CampaignAmp Limited is incorporated and registered in England and Wales, company number 08480375, registered office at 133, Rye Lane, ℅ Office Club, 3rd Floor, Gate B, Bussey Building, Peckham Rye, London, SE15 4ST. VAT number 160426043. For further information please contact firstname.lastname@example.org.
These Terms will apply to any contract between us for the supply of Services to you (Contract). Please read these Terms carefully. If you refuse to accept these Terms, you will not be able to order any Services from our site. Please print out a copy of the Order Form and these Terms and save a copy for future reference. These Terms, and any Contract between us, are only in the English language.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: any Customer Manager, Customer employees, and third parties authorised by a Customer Manager to have access to a Campaign (in whole or in part, including artists, performers, managers, agents, consultants and suppliers).
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Campaign: means a single project, event or promotion controlled by the Customer for the management and promotion of specified artist(s) and/or creative work(s) across all media.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Customer Data: the data inputted by the Customer, Authorised Users, or CampaignAmp on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer Manager: means the individual or individuals who are authorised by the Customer to manage and grant access to a Campaign on behalf of a Customer
Effective Date: the date set out on the Order Form or the date on which CampaignAmp Ltd commences provision of the Services, whichever is the earlier.
Initial Subscription Term: the initial term of this agreement as set out in the Order Form.
Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Profile: means specified professional and contact details for an individual.
Our site changes regularly.
Profile User: means an individual who accesses the site for the purpose of registering a Profile
Renewal Period: the period described in clause 2.
Services: the subscription services for the provision of promotions management services for Campaign(s) provided by CampaignAmp to the Customer under this agreement via the Site within the United Kingdom.
Site: means the website at url: www.campaignamp.com or such other address as may be notified to the Customer from time to time.
Software: the online software applications provided by CampaignAmp as part of the Services.Subscriptions: the subscriptions purchased by the Customer pursuant to the Order Form and clause 3 which entitle Authorised Users to access and use the Services.
Subscription Fees: the fees payable by the Customer to CampaignAmp for the provision of the Services, as set out on the Order Form.
Subscription Term: means as set out in clause 2 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Use: means the right to access via any personal computer, tablet or handheld mobile device designated webpages and links via the Site for the purpose of accessing and contributing data in relation to a Campaign and to print off copies of such materials solely for use in relation to a Campaign and not for any other commercial exploitation whatsoever.
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.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.1 This agreement shall, unless otherwise terminated at clause 14, begin on the Effective Date and shall continue for the Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one calendar month (each a Renewal Period), unless:
a) either party notifies the other party of termination, in writing, at least 30 days before the end of the 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
b) 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..
3.1 The Customer shall pay the Subscription Fees to CampaignAmp for the Subscriptions in accordance with this clause 3 and the Order Form and subject to the use and storage restrictions indicated on the Order Form.
3.2 The Customer shall on or before the Effective Date provide to CampaignAmp the completed Order Form with confirmation of acceptance and any other relevant purchase order, contact and billing details, and CampaignAmp shall invoice the Customer:
a) on or before the start of paid for Services, for the Subscription Fees payable in respect of the Initial Subscription Term; and
b) unless the Customer gives notice further to clause 2, at least 30 days prior to the expiry of the Initial Subscription Term for the Subscription Fees payable in respect of the next Renewal Period;
and subject to clause 3.3, the Customer shall pay each invoice within 14 days after the date of such invoice.
3.3 All fees for the Initial Subscription Term shall be payable on or before the Effective Date and any fees for a Renewal Term shall be payable within 14 days of the date of invoice. Without prejudice to any other rights and remedies of CampaignAmp and CampaignAmp may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and CampaignAmp shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid after the due date.
3.4 All amounts and fees stated or referred to in this agreement shall be payable in pounds sterling are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to CampaignAmp's invoice(s) at the appropriate rate.
3.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Order Form, CampaignAmp shall charge the Customer, and the Customer shall pay, CampaignAmp’s then current excess data storage fees. CampaignAmp’s excess data storage fees current as at the Effective Date are set out in the Order Form.
3.6 CampaignAmp shall be entitled to increase the Subscription Fees, and/or the excess storage fees payable pursuant to clause 3.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer.
4.1 Subject to the Customer purchasing the Subscriptions in accordance with the Order Form, the restrictions set out in this clause 4 and the other terms and conditions of this agreement, CampaignAmp hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the purposes of the Customer's Campaign(s).
4.2 The Customer undertakes to ensure that each Authorised User uses a secure password for the use of the Services in respect of each Campaign, and that each Authorised User shall keep the password or any other security procedures confidential. The Customer Manager shall be responsible for ensuring that individual Authorised Users are given correct permissions to access relevant webpages within a Campaign in accordance with the Customer’s requirements.A separate secure password or equivalent shall apply for each Authorised User. CampaignAmp shall have no liability for any misuse of passwords by any Authorised User and all monitoring of passwords and their use is the responsibility of the Customer.
4.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or in a manner that is otherwise illegal or causes damage or injury to any person or property and CampaignAmp 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 4.3.
4.4 The Customer shall not:
a) 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, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
b) access all or any part of the Services or the Site in order to build a product or service which competes with the Services; or
c) use the Services to enable the Customer provide services equivalent to the Services to third parties; or
d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 4.
4.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify CampaignAmp.
4.6 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.
5.1 CampaignAmp shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
5.2 CampaignAmp shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance downtime and, where necessary, unscheduled maintenance downtime, provided that CampaignAmp has used reasonable endeavours to give the Customer at least 6 hours’ notice in advance.
5.3 CampaignAmp will, at no additional cost to the Customer, provide the Customer with CampaignAmp’s standard customer support services during Normal Business Hours only by email at email@example.com. CampaignAmp may amend the customer support services in its sole and absolute discretion from time to time, and may impose an additional charge for enhanced support services.
5.4 Customer should consult CampaignAmp as to the compatibility of browser and platforms before the commencement of the Services.
6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and for ensuring that Customer Data is marked as confidential if it is not intended for public disclosure by Authorised Users. CampaignAmp will use its best endeavours to keep all Customer Data confidential in accordance with these terms and will not sell, share or transfer Customer Data to any third party unless disclosure or transfer is required by law or authorised by the Customer in accordance with these terms or its Privacy and Security Policy.
6.2 CampaignAmp shall follow its archiving procedures for Customer Data by storing any data relevant to a Campaign for a minimum of 3 months post the termination of the Subscription Term for that Campaign. After the specified period all Customer Data may be deleted. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for CampaignAmp to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by CampaignAmp in accordance with the archiving procedure described in its Back-Up Policy. CampaignAmp shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
6.3 CampaignAmp shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data 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 CampaignAmp in its sole discretion.
6.4 If CampaignAmp 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 CampaignAmp shall be a data processor and in any such case:
a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and CampaignAmp’s other obligations under this agreement;
b) the Customer shall ensure that the Customer or any third party is entitled to transfer the relevant personal data to CampaignAmp so that CampaignAmp may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's or third party’s behalf;
c) 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 in accordance with the Data Protection Act 1998.
8.1 CampaignAmp undertakes that the Services will be performed with reasonable skill and care.
8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to CampaignAmp's instructions, or modification or alteration of the Services by any party other than CampaignAmp or CampaignAmp's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, CampaignAmp 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 8.1. Notwithstanding the foregoing, CampaignAmp:
a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
b) 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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.3 This agreement shall not prevent CampaignAmp from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
8.4 CampaignAmp warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
a) provide CampaignAmp with all necessary co-operation and access to such information as may be required by CampaignAmp in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
b) comply with all applicable laws and regulations with respect to its activities under this agreement;
c) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
d) obtain and shall maintain all necessary licences, consents, and permissions necessary for CampaignAmp, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
e) ensure that any material supplied to Authorised Users through the Software or otherwise by the Customer or Authorised Users and which is owned by third parties shall be appropriately licensed by the Customer, including with the right for the Customer to supply those materials through the Software as facilitated by CampaignAmp and to if necessary sublicense CampaignAmp the right to share those materials with the Authorised Users, and Customer acknowledges that newspaper and other materials sourced from the media may, and often will, be subject to licensing requirements such as those imposed by NLA Media Access Limited, which the Customer shall be responsible for;
f) ensure that its network and systems comply with the relevant specifications provided by CampaignAmp from time to time; and
g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to CampaignAmp’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.
10.1 The Customer acknowledges and agrees that CampaignAmp and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.2 CampaignAmp confirms that it has all the rights in relation to the Services (excluding material which is supplied to CampaignAmp by users of the site) that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
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 (a) is or becomes publicly known other than through any act or omission of the receiving party, (b) was in the other party's lawful possession before this disclosure, or (c) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 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 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 CampaignAmp shall not be responsible for any loss, destruction, alteration or disclosure of Customer Confidential Information caused by any third party, including an Authorised User.
11.5 The Customer acknowledges that details of the Software constitute CampaignAmp's Confidential Information.
11.6 This clause 11 shall survive termination of this agreement, however arising.
12.1 The Customer shall defend, indemnify and hold harmless CampaignAmp 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, breach of the Customer’s obligations as set out in clause 9, or any infringement or alleged infringement of any intellectual property rights of any third party arising from the Customer’s use of the Services.
12.2 CampaignAmp shall defend the Customer, its officers, directors and employees against any claim that the Services (excluding in respect of any material supplied to CampaignAmp by the Customer or Authorised Users) infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, or database right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
a) CampaignAmp is given prompt notice of any such claim;
b) the Customer provides reasonable co-operation to CampaignAmp in the defence and settlement of such claim, at CampaignAmp's expense; and
c) CampaignAmp is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, CampaignAmp 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 CampaignAmp, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a) a modification of the Services by anyone other than CampaignAmp; or
b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by CampaignAmp; or
c) the Customer's use of the Services after notice of the alleged or actual infringement from CampaignAmp or any appropriate authority.
12.5 The foregoing and clause 13.4(b) state the Customer's sole and exclusive rights and remedies, and CampaignAmp's (including CampaignAmp’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13.1 This clause 13 sets out the entire financial liability of CampaignAmp (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
a) arising under or in connection with this agreement;
b) in respect of any use made by the Customer of the Services or any part of them; and
c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2 Except as expressly and specifically provided in this agreement:
a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. CampaignAmp shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to CampaignAmp by the Customer in connection with the Services, or any actions taken by CampaignAmp at the Customer's direction;
b) 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
c) the Services are provided to the Customer on an "as is" basis.
13.3 Nothing in this agreement excludes the liability of CampaignAmp:
a) for death or personal injury caused by CampaignAmp's negligence; or
b) for fraud or fraudulent misrepresentation.
13.4 Subject to clause 13.2 and clause 13.3:
a) CampaignAmp 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
b) CampaignAmp'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 Subscriptions during the 12 months immediately preceding the date on which the claim arose.
14.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
b) an order is made or a resolution is passed for the winding up of the other party; or
c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party; or
d) a receiver is appointed of any of the other party's assets or undertaking; or
e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
f) the other party ceases, or threatens to cease, to trade; or
g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
14.2 CampaignAmp may terminate this Agreement on immediate notice if there is a change of control of the Customer within the meaning of section 1124 of the Corporation Tax Act 2010.
14.3 On termination of this agreement for any reason:
a) all licences granted under this agreement shall immediately terminate;
b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
c) CampaignAmp may destroy or otherwise dispose of any of the Customer Data in its possession unless CampaignAmp 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. CampaignAmp 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 CampaignAmp in returning or disposing of Customer Data; and
d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
CampaignAmp 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 CampaignAmp 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.
16.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
17.1 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.
17.2 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.
18.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. In the event of any conflict between the Order Form and these terms and conditions, the Order Form shall have priority.
18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
19.1 The Customer shall not, without the prior written consent of CampaignAmp, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19.2 CampaignAmp may, after having given the Customer prior written notice, assign and transfer all of its rights and obligations under this agreement to any person or company to which it transfers that part of its business to which this agreement relates, provided that the assignee undertakes to be bound by the obligations of CampaignAmp under this agreement.
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.
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.
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.
This agreement and any dispute in relation to it is governed by, and construed in accordance with, the law of England and shall be subject to the exclusive jurisdiction of the English courts.