These general terms and conditions for the supply of services (the General Terms), including the additional provisions dealing with the protection of personal data (the Data Protection Appendix), will apply to all arrangements which you enter into with Add People Limited (CRN: 04530060) or any company in its group. Service-specific terms for our main services (the Service Schedules) apply in addition to these General Terms when you purchase the relevant services.
Before signing a contract with us for the supply of any services (a Contract), you should ensure that you have read and understood these General Terms and the relevant Service Schedules, since by doing so, or by otherwise requesting us to provide our Services for you, you indicate your agreement to form a legally binding agreement with us (the Agreement) for the supply of the services specified in the Contract (the Services).
Note: Our General Terms are set out below on the left side of the table. The column on the right provides short explanations of the adjacent General Terms, but these are provided for ease of use only, and are not legally binding.
|Who we are
These General Terms are used by Add People Limited (CRN: 04530060) and other members of the Thrive Media Group.
When any provision of the Agreement refers to Add People Limited (or uses terms such as we, us or our) this refers to the group company responsible for the provision of the Services, as identified in the Contract or the Service Schedule.
References to the Client (and terms such as you or your) refer to the company (or other legal entity) identified as such in the Contract.
|When the Agreement refers to Add People it is referring to Add People Ltd or another member of the Thrive Media Group
|Forming the Agreement
These General Terms, and any relevant Service Schedule, shall apply to and be incorporated into each Agreement. When we refer to the Terms, we are referring to the terms of the Agreement as a whole.
The Agreement will come into effect when we issue written acknowledgment of your signed Contract, or, if sooner, when we commence provision of the Services.
Unless terminated earlier in accordance with the Terms, the Agreement will continue in effect until the completion of those Services or, where applicable, for the minimum contract length stated in the Contract (the Minimum Contract Term), and will continue thereafter until either you or we terminate the Agreement on the period of notice specified in the Contract.
|These Terms apply as soon as we acknowledge receipt of the signed Contract or, if sooner, when we commence provision of the Services and will continue in effect for at least the Minimum Contract Term.
|Changes to the Agreement
We reserve the right, at our sole discretion, to modify or replace the Terms at any time. If the alterations constitute a substantial change to the Terms, we will notify you in writing (including by email or through our website) at least 14 days prior to the change. We will determine what constitutes a substantial change at our sole discretion.
You shall be responsible for reviewing and becoming familiar with any such modifications. The change will take effect at the end of the notice period, provided that, if a change requires you to incur additional expense, or is materially detrimental to the Services you receive, you may choose to terminate the Agreement in respect of the affected Services immediately prior to the date on which the change would otherwise come into effect. In order to do so, you must notify us in writing of your intention to terminate before that date.
In addition, our Services may be interrupted from time to time as a result of equipment malfunction, as well as updates, maintenance and repairs of our systems that are outside the control of Add People Ltd. Add People reserves the right to suspend or discontinue the availability of any Service at any time and without prior notice.
Save as set out above, any variation of the Agreement shall be in writing signed by or on behalf of the Client and Add People Ltd.
|If our Terms change, we will notify you. Also, in the unlikely event that things go wrong, our Services may be interrupted.
We will provide the Services in accordance with the Terms, and will use reasonable endeavours to deliver them by any agreed dates, although any such timescales are estimates only. Accordingly, time for performance shall not be of the essence of this Agreement.
In particular, we shall not be responsible for delays caused by your failure to provide any information we require in connection with the performance of the Services (including any account information, administration access or log-in details), or to fulfil any other Client responsibility, or for delays caused by any third party outside our reasonable control.
The Service Schedules and the Contract set out Client responsibilities for the respective Services.
Our Services may include coordinating your arrangements with third parties (such as advertising platforms) in respect of the provision of services provided by those third parties to you (Third Party Services). You acknowledge that the Third Party Services are provided by independent entities which we do not control, and that we are not responsible to you for the Third Party Services, notwithstanding that our Services may involve coordinating your arrangements with the relevant third parties, and that we may manage a budget in respect of spend on Third Party Services.
|We are responsible for providing the agreed Services and aim to achieve them in the estimated timescales provided.
We may coordinate arrangements with third parties on your behalf – we are not responsible for any such Third Party Services.
As part of our service, we are responsible for taking reasonable endeavours to provide the agreed Services in accordance with the signed Contract and to deliver them by any agreed dates. Although, the Client accepts that such timescales are estimates only. Accordingly, Add People Ltd shall not be liable for any delays in the provision of the Services.
|We are responsible for providing the agreed Services in the Contract and aim to achieve them in the estimated timescales provided.
|Charges and Payment
In exchange for the Services, you agree to pay the charges agreed in the signed Contract (the Charges) on or before the specified payment dates, and to make these payments without set-off or withholding. In addition to the Charges, the Client agrees to pay Value Added Tax (VAT) and/or any other applicable sales taxes at their respective rates. Unless and to the extent otherwise agreed, the Client shall pay each invoice submitted to it by Add People in full, and in cleared funds by Direct Debit (Autopay for US clients). In the event that the Client’s business is acquired or receives new ownership, the Charges must still be paid by the Client.
Once you have engaged our Services and made the initial payment, we do not provide refunds for any reason, including but not limited to dissatisfaction with the results or changes in business circumstances.
Without prejudice to any other right or remedy that we may have, if the Client fails to pay the Charges on the due date, we may suspend all Services until payment has been made in full. We also reserve the right to charge interest on late payment at a rate of 4% above the base rate of the Bank of England from time to time.
The Charges are separate from any amounts payable to third parties (such as advertising platforms) in respect of Third Party Services, and you acknowledge that our Charges must be paid in accordance with the Contract regardless of any changes in the level of advertising spend which you decide to allocate to Third Party Services from time to time.
During the term of the Agreement, Add People Ltd may apply an adjustment, on not more than one occasion in any 12 month period, to the rates applicable to Charges calculated on a time and materials basis, and the value of any recurring Charges stated in the Contract, with the effect that such rates and Charges increase by an amount not exceeding (i) the percentage increase in the Consumer Prices Index in the period since the rates and Charges were originally set or were previously adjusted, or, if greater (ii) 3%. Add People shall give the Customer not less than one month’s prior notice in writing of proposed changes.
All payments payable to us under the Agreement shall be due immediately upon termination of the Agreement, regardless of any other provision of the Terms. In addition, unless you have cancelled or terminated the Agreement validly in accordance with your rights under the Terms, any payments scheduled to become payable during the remainder of the Minimum Contract Term shall also become payable immediately upon termination of the Agreement. This term is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
|You must pay the agreed monthly Charges via Direct Debit unless agreed otherwise (Autopay for US clients)
If we do not receive the agreed payments, this will affect the delivery of our Services and we may also charge interest on late payments.
The agreed Charges are separate from the amounts that you pay to the third parties, including advertising platforms, and must be paid as per the Contract, regardless of the advertising spend amounts.
Add People Ltd may apply an adjustment, on not more than one occasion in any 12 month period, to the rates applicable to Charges calculated on a time and materials basis, and the value of any recurring Charges stated in the Contract.
|Charges and Payment
In exchange for the Services provided by Add People, the Client shall pay Add People Ltd. the exact Charges agreed in the signed Contract on or before the specified payment dates, and these charges should be made without set-off or withholding. In addition to the Charges, the Client shall pay Add People Ltd., Value Added Tax (VAT) and/or any other applicable sales taxes at their respective rates. Unless and to the extent otherwise agreed, the Client shall pay each invoice submitted to it by Add People Ltd. in full, and in cleared funds by Direct Debit (Autopay for US clients). In the event that the Client’s business is acquired or receives new ownership, the Charges must still be paid by the Client.
These charges stand independently from agreements you make with any third parties, such as advertising platforms. Therefore, the charges must be paid regardless of the advertising spend being paid to those platforms.
Without prejudice to any other right or remedy that Add People may have, if the Client fails to pay Add People Ltd. on the due date, we may suspend all Services until payment has been made in full. Add People also reserve the right to charge interest on late payment at a rate of 4% above the base rate.
All payments payable to Add People Ltd. under the Contract shall be due immediately upon termination of the Contract, despite any other provision. This term is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
Direct Debit Guarantee: visit Direct Debit for information on your Direct Debit rights (Autopay for US clients)
|You must pay the agreed monthly costs via Direct Debit unless agreed otherwise (Autopay for US clients). If we do not receive the agreed payments, this will affect the delivery of our Services and we may also charge interest on late payments.
The agreed costs are separate to the amounts that you pay to the third parties, including advertising platforms and must be paid as per the contract, regardless of the advertising spend amounts.
Also, if you cancel your Contract early, you will be required to pay out your remaining payments in full.
|Cancellation and Termination
With effect at any time after the Minimum Contract Term, either you or we may terminate the Agreement by giving the period of notice specified in the contract.
If you want to withdraw from an Agreement before the end of the Minimum Contract Term, or without providing the minimum required period of notice specified in the Contract, then any such early withdrawal can only take place by agreement between you and us. Without prejudice to your express rights in respect of termination set out below, you may submit a request in writing for early cancellation of the Agreement. We are under no obligation to accept such a request and, where we do, such acceptance shall be conditional upon your payment of all amounts that would otherwise have fallen due during the remainder of the Minimum Contract Term (or minimum notice period), less such discount for accelerated receipt of payment as we consider reasonable, together with all sums due under the Agreement as at the time of cancellation and all amounts due to us in respect of committed third party costs.
Notwithstanding any other rights and remedies you or we may have, either you or we may terminate the Agreement in the following circumstances:
The termination of the Agreement shall be without prejudice to any rights which have already accrued to either your or us under the Agreement.
|To cancel, you must be outside of your Minimum Contract Term and provide at least the period of notice specified in the Contract
Should any dispute or difference arise between you and us in relation to the Agreement, we will aim to resolve the matter internally as part of our complaints procedure.
If no resolution is reached through our complaints procedure, we may refer the matter to a single arbitrator (to be agreed upon by the parties or, failing such Agreement, to be appointed by the then President of the Law Society), such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales. The parties hereby agree that the decision of the arbitrator shall be final and binding on both parties.
|If there is a dispute, we will aim to resolve this through our internal complaints procedure.
We may elect to escalate disputes that cannot be resolved internally to arbitration.
The term Intellectual Property Rights refers to all copyright, design rights (registered and unregistered), patents, trademarks, service marks, database rights, together with any and all other intellectual property rights of any nature, whether registered or unregistered and arising in any jurisdiction.
All information or materials which you supply to us in connection with the Agreement, together with all associated Intellectual Property Rights, will remain your property.
You hereby grant to us a free licence to use all such information and materials for all purposes connected with the provision of the Services, and warrant that you have the right to disclose such information and materials. You also agree to defend, indemnify and hold us harmless from any and all demands, liabilities, losses, costs and claims (including legal fees) that may arise from or in connection with any allegation of infringement of Intellectual Property Rights of a third party arising due to our possession or use of such information or materials.
We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, our content and in any other products or materials created by or for us in connection with the Services).
You agree that we may collect information about your use of the Services and your customers’ interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.
|Data and content you supply to us belong to you, the Client.
However, by signing the Contract, you are allowing us full use of this data and content in relation to our Services.
Except as expressly provided in these Terms, we shall not be liable, to the maximum extent that such exclusion is permitted by applicable law, to you or to any third party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the provision of the Services and/or these Terms, for:
Here, “anticipated savings” means any expense which either party expects to avoid incurring, or to incur in a lesser amount than would otherwise have been the case, by reason of the use of the Services and facilities provided by us under the Agreement.
Nothing in these Terms limits any liability which cannot be legally limited, including (but not limited to) death or personal injury caused by negligence, fraud or fraudulent misrepresentation and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
|We cannot be held accountable for any losses which are greater than the value of Charges in a 12 month period.
The provisions set out in Part 2 (Data Protection Appendix) shall apply in respect of the processing of any personal data processed in connection with the Agreement.
|Please review the Data Protection Appendix which contains the data protection provisions.
Force Majeure: Neither you nor we shall be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is beyond the reasonable control of the affected party, materially affects the performance of any of its obligations under this Agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.
Assignment: you may not assign the Agreement to any other person without our express prior written consent. A purported assignment made without such required consent will have no effect.
Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
Waiver: No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Entire Agreement: The Agreement constitutes the entire agreement between you and us with respect to its subject matter, and supersedes all prior discussions, agreement or understanding between you and us.
Third Party Rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
Confidentiality: Each party agrees to treat the following information as confidential and not to divulge, use or exploit the same except as expressly permitted under this Agreement: (a) the existence and Terms of this Agreement and (b) all information received from the other party under or in connection with this Agreement. The foregoing restrictions shall not apply to the extent the information: (a) ceases to be confidential and enters into the public domain other than due to a breach of this Agreement by the receiving party; (b) is acquired by the receiving party from a third party free of any obligation of confidence, or (c) is required by law to be disclosed.
Governing Law: The Agreement is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
|These are standard provisions that clarify legal elements of our Agreement.
Part 2 – Data Protection Appendix
In this Agreement:
- 1. Data Protection Laws shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, any relating to the privacy of electronic communications);
- 2. the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Data Protection Laws; and
Roles and responsibilities
- 2. You and we acknowledge that for the purposes of the Data Protection Laws, you are the controller and we are the processor in respect of any personal data which we access or otherwise process in the course of providing the Services or otherwise in connection with this Agreement, save for personal data in respect of the respective representatives of the parties responsible for the administration of the Agreement, which each party shall process as an independent controller.
- 3. You and we shall comply with the Data Protection Laws and the Appendix (together with any supplementary descriptions in any Service Schedule or Contract) sets out the scope, nature, purpose and duration of the processing.
- 4. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data which you transfer, or otherwise make accessible, to us for the duration and purposes of this Agreement.
- 5. We shall, in relation to any personal data processed in connection with the Agreement:
- 1. process that personal data only on your written instructions;
- 2. keep the personal data confidential;
- 3. comply with your reasonable instructions with respect to processing personal data and with your data protection policies as notified to us from time to time;
- 4. not transfer any personal data outside of the UK unless, in accordance with the Data Protection Laws, we comply with your instructions notified to us from time to time in order for you to ensure that (i) the transfer is to a country approved as providing an adequate level of protection for personal data; or (ii) there are appropriate safeguards in place for the transfer of personal data; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations applies to the transfer;
- 5. assist you at your cost in responding to any data subject access request and to ensure compliance with your obligations under the Data Protection Laws with respect to security, breach notifications, privacy impact assessment and consultations with supervisory authorities or regulators;
- 6. notify you without undue delay on becoming aware of a personal data breach or communication which relates to your or our compliance with the Data Protection Laws; and
- 7. at your written request, delete or return personal data (and any copies of the same) to you on termination of the Agreement, unless required by the Data Protection Laws to store the personal data.
- 6. We shall take such steps, and comply with all reasonable requirements notified to us by you from time to time to allow us to maintain appropriate technical or organisational measures from time to time, to protect against unauthorised or unlawful progressing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
Authorisation for sub-processing
You hereby provide your prior, general authorisation for us to:
- 1. appoint processors to process the personal data which you transfer, or otherwise make accessible, to us, provided that we:
- 1. shall ensure that the terms on which we appoints such processor comply with Data Protection Laws, and are consistent with the obligations imposed on us in this Appendix;
- 2. shall remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and
- 3. shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes we may terminate the Agreement without further liability prior to the date on which the intended changes would otherwise take effect.
- 2. transfer the personal data which you transfer, or otherwise make accessible, to us outside of the UK as required for the purpose of performing the Agreement, provided that we shall ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, you shall promptly comply with any reasonable request raised by us, including any request to enter into standard data protection clauses adopted by the relevant regulator from time to time.
Amendments to this Appendix
We may, at any time on not less than 30 days’ notice, revise this Appendix by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner’s Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when notified by us to you, but only in respect of such matters which are within the scope of the Amended Terms.
General Description of Data Processing Activities
The table below (together with any supplementary descriptions in any Service Schedule or Contract) sets out the scope, nature, purpose and duration of the processing undertaken pursuant to this Agreement.
Data Processing Activities:
|Subject matter and duration of the Processing
|Personal data which we access or otherwise process in the course of providing the Services, which includes use of personal data for the purpose of providing marketing solutions and website development services.
The personal data will be processed for as long as is required to provide the Services and for us to comply with our obligations under the Terms.
Certain personal data may also be retained for a reasonable period to offer related services in the future (where you have requested this, or where we have legal grounds to offer such services).
|Nature and purpose of the Processing
|Processing of personal data, including obtaining, storing and (where required) transmitting such data in order to provide Services to you as described above, and in the operation of our business.
|Type of Client Personal Data
|The personal data may include personal identification data (including names, addresses, dates of birth, places of birth, billing and bank account details and other personal identifiers) and such other personal data as may be supplied by you.
|Categories of Data Subjects
|Individuals within your business (including employees, officers, workers and contractors), suppliers, customers and other third parties.