Terms and Conditions

1. Definitions

1.1 In this Agreement:

1.1.1. Agreement means this Brafton Content Marketing Services Terms and Conditions.

1.1.2. Content means the text, images, graphics, video and other information intended for websites provided to Subscriber by Brafton in accordance with the Creative Brief and the Content Strategy and agreed to from time to time.  Content does not include source files for images or graphics nor does it include raw video footage. Source files and raw video footage may be available at additional cost to Subscriber.

1.1.3. Creative Brief means the working document jointly developed and agreed upon between Brafton and Subscriber that will dictate content Strategy, style, tone, voice, length, subject matter and keyword inclusion for Content.

1.1.4. Brafton Technology means Brafton’s suite of content marketing platform and automation tools including but not limited to API Data feeds, Content Alerts and Approval mechanisms, Media Hosting and Asset and Lead Gateway.

1.1.5. Data means the xml API data feed of Content provided by Brafton.

1.1.6. Strategy means the agreed plan for the application of the Service for Content and Inclusive Services and Brafton Technology. 

1.1.7. Inclusive Services means the “as is” services provided as a part of the Brafton Content Marketing Service.

1.1.8. Technical Support means inclusive support and assistance provided to Subscriber’s representative in installing and implementing Brafton Technology.

1.1.9. Technical Services means services additional to Technical Support whereby Subscriber purchases or allocates Service for the purpose of specific website development projects.

1.1.10. Customer Information means any data, information or material originated by Subscriber that Subscriber submits, collects or provides in the course of using the Service.

1.1.11. Destination means any URL or other online or social media Destination(s) designated by Subscriber for display of Content to Users.

1.1.12.User means an individual obtaining access to Content provided to Subscriber.

1.1.13. Start Date means the specific date that Subscriber’s Service begins.

1.1.14. Service means the Brafton Content Marketing service as defined in this Agreement.

2. Service

2.1. Brafton’s Content Marketing Service is a custom service through which Brafton works with Subscriber to develop and deliver content marketing strategies that include consulting and/or Content services that aim to achieve Subscriber’s online marketing goals.

2.2. Brafton will liaise with Subscriber’s appointed Editorial and Technical representatives, whom Brafton is entitled to treat as authorized to bind Subscriber on editorial and technical issues respectively.

2.3. Before the Start Date Brafton will liaise with Subscriber’s Editorial representative to discuss the Strategy and Inclusive Services to be applied; and liaise with Subscriber’s Technical representative to provide reasonable Technical Support with installation and implementation.

2.4. Subscriber may commission Content from Brafton each month to the value of Subscriber’s Service in accordance with Subscriber’s Strategy as documented in the Creative brief.

2.5. Subscriber may request and Brafton will provide updates and changes to Content on an ongoing basis, consistent with the Creative brief.

2.6. Subscriber may choose to approve all Content prior to publication. 

2.7. Subscriber’s Service will be delivered according to the agreed Strategy.   Brafton may require Subscriber’s briefing and input in order to provide Content or Inclusive Services.  Any delay in Subscriber providing briefing or input may cause a delay in the provision of Content.  In such circumstances where Subscriber does not provide the briefing or input required to provide Content or Inclusive Services Subscriber may roll forward the Service for a maximum period of three months but thereafter Brafton will have no obligation to provide Content or Inclusive Services for that Service period.  Upon termination of this Agreement Brafton’s responsibility to provide Service to Subscriber beyond the termination date of this Agreement is automatically waived unless mutually agreed otherwise in writing by both parties.  In any event Subscriber remains liable for payment of the Service as defined in this Agreement.

3. Terms of Service

3.1. The Service will commence on the Start Date.  Subscriber is responsible for full payment of all Services defined in this Agreement in advance of Service as defined in this Agreement.  While payment is overdue Brafton may suspend the Service, but Subscriber will remain liable to pay for the Service up to the date of suspension and thereafter for the remainder of the Service.  Service will re-commence upon payment of overdue sums. Either party may terminate this Agreement at any time if the other party is in breach of any of these terms and such breach is not cured within a 30 day period. 

3.2. Any payment not made when due will be subject to a late charge of 1.5% per month overdue, or the highest rate allowed by law on the unpaid invoice, whichever is lower. If Subscriber’s account is delinquent, Brafton may (a) refer the account to a collection agency or attorney that may pursue collection of the past due amount in accordance with the Agreement and (b) remove hosted images, landing pages, and Content, and cease to provide hosting services for Subscriber. If Brafton is required to use a collection agency or attorney to collect any amount owed by Subscriber, Subscriber agrees to pay all reasonable costs of collection or other action. The remedies set forth herein are in addition to and not in limitation of any other rights and remedies available to Brafton under the Agreement or at law or in equity.

3.3. The Service is provided to Subscriber with the intention that Subscriber may publish it to the public at large at the Destination URL and on supporting electronic or print media.  Subscriber may not resell the Service or Content.  Any proceeds from unauthorized resale of the Service by Subscriber shall be paid to Brafton.

4. Standard of Service

4.1. It is Brafton’s responsibility to provide Content that does not knowingly infringe the intellectual property rights of others, and which is not unlawful.  Subject to 4.2 and 4.5 Brafton will indemnify Subscriber against all liabilities, costs, damages and losses suffered or incurred by Subscriber arising out of or in connection with any breach by Brafton of any of the foregoing provisions of this clause.

4.2. Any Content found to infringe the intellectual property rights of others or to be unlawful will be replaced by Brafton at its own expense. If Brafton becomes aware that any item of Content Brafton may have provided may be inaccurate or that its publication may be unlawful and requests Subscriber to withdraw it, Subscriber will do so immediately.

4.3. Information provided by the Service is intended for general reference and interest only.  Application of that information to any specific instance is the sole responsibility of the User.  Content is provided in good faith, but while Brafton will use reasonable efforts to ensure the accuracy of such information and analysis, Subject to clause 4.1 Brafton makes no warranties (express or implied) regarding accuracy or completeness or fitness for any purpose, and Brafton expressly excludes any liability in respect thereof (other than warranties not capable of exclusion).  

4.4. Brafton Technology will be hosted by third-party providers that maintain Service Level Agreements of 99% uptime or better.  For current information on third party hosting SLA’s, please refer to www.brafton.co.uk/sla.   It is technically impossible to guarantee a service will be fault-free, and the Service is provided ‘as is’ and without warranties of any kind, express or implied (other than warranties not capable of exclusion); while Brafton will use commercially reasonable efforts to minimize unavoidable interruptions, and to notify Subscriber of anticipated interruptions, there may be times when the Service is unavailable. 

4.5. Subscriber may request the removal of any Content.  While Subscriber may alter Content, Brafton will not be liable for any additions, deletions or changes made to Content by Subscriber. 

5. Force Majeure

5.1. Brafton is not liable for any failure to fulfill its obligations caused by circumstances beyond its reasonable control, provided that Brafton has made reasonable efforts to fulfill its obligations under this Agreement.

6. Copyright & Ownership

6.1. Subscriber owns any data, information or material originated by Subscriber that Subscriber submits, collects or provides in the course of using the Service (Customer Information).  Brafton has no ownership rights in or to Customer Information. Subscriber shall be solely responsible for the accuracy, quality, content and legality of Customer Information, the means by which Customer Information is acquired and the transfer of Customer Information outside of Brafton Services. 

6.2. Brafton hereby grants to Subscriber a royalty-free, worldwide, exclusive, irrevocable, perpetual license to use Content as it sees fit.  Notwithstanding the foregoing, under no circumstances may Content be sold to a third party. This perpetual license is assignable, should the Subscriber be merged with or acquired by another company.

6.3. The copyright in all Content remains the property of Brafton or of the copyright owners (as the case may be).  Other than for source content provided to Brafton by Subscriber, under no circumstances will Subscriber have any claim to copyright or ownership of any intellectual property rights in any Content.  

7. Liability

7.1. Brafton is not liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Service, or from any innocent or negligent misrepresentation, except to the extent that such liability may not be lawfully excluded.

7.2. Brafton expressly excludes liability for consequential loss or damage which may arise and for loss of profit, business, revenue, goodwill or anticipated savings.

7.3. Subscriber’s sole remedy in relation to any Content you consider inappropriate is to request us to remove it;  if you do so, Brafton shall use reasonable endeavours to do so promptly, but shall be under no further liability to you in relation thereto.

7.4. In the event that any exclusion or other provision contained in this Agreement be held to be invalid for any reason and Brafton becomes liable for loss or damage that could otherwise have been limited, such liability is limited to sums paid for the use of the Service during the immediately preceding 12 months.

7.5. Brafton does not exclude liability for death or personal injury to the extent only that it arises from our negligence.

7.6. You acknowledge that the charges for the Service are set on the basis that liability rests as provided by this clause;

7.7. This clause survives termination for whatever reason.

8. Entire Agreement:

These terms supersede all prior agreements and are complete and exclusive.  No oral or written information given by Brafton or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of our liability, and Subscriber may not rely on any such information. Except as otherwise provided, no addition, amendment, or modification of these terms shall be effective, unless in writing and signed or accepted by Brafton.

9. Data Protection

Where Brafton receives any personal data (as defined by the General Data Protection Regulation) from Subscriber, we shall ensure that we fully comply with the provisions of the Regulation and only deal with the data to fulfil our obligations under this Agreement, or if we deem it necessary to do so for our legitimate interests.

10. Notice

All notices under this agreement shall be in writing.  Notice shall be deemed given where (a) sent by email and acknowledged by the recipient to have been received, or (b) sent by prepaid ‘Recorded Signed For’ mail.

11. Variation:

Brafton may modify these terms and alter charges at any time by 30 days notice, and if Brafton does so Subscriber may give notice to terminate this Agreement, to take effect immediately before such variation would otherwise take effect; if Subscriber continues to use the Service after such notice expires Subscriber is deemed to have accepted any such modification.

12. Law

The laws of England & Wales govern this Agreement, and only the Courts of England & Wales shall deal with any questions arising.