Subscriber Terms & Conditions

Service Terms for Online Subscriptions

These terms and conditions for online subscription (Service Terms) apply to each person or company (Subscriber) which registers with Agency by Agency Limited (Service Provider) to subscribe to an online service (Service) provided by Agency by Agency Limited incorporated and registered in England and Wales with company number 16192157 whose registered office address is at 83-85 Shambles Street, Barnsley, South Yorkshire, United Kingdom, S70 2SB.

By agreeing to these Service Terms, the Subscriber confirms that it is, or it is acting on behalf of, a legally recognised business entity and not a consumer or individual purchaser. The Subscriber further represents that they are purchasing the Service for business purposes and not for individual, personal, household or family use.

Definitions

Content

The Content refers to all proprietary data, Data Shots, industry analysis, text, reports, expert commentary, quotes, articles, insights, charts, graphs and other materials provided as part of the Service to which the Subscriber has access. This Content is delivered online through the Service. The Content is protected by intellectual property laws, including copyright, database rights, and trade secrets, and may not be reproduced, distributed, or used except as expressly permitted by these Service Terms. Unapproved sharing of any Content without the express permission of the Service Provider is strictly prohibited.

Effective date

The Effective Date of these Service Terms will be the date on which the Subscriber registers for the service, agrees to these terms and conditions, or completes the first payment, whichever occurs first.

Initial Subscription Term

The Initial Subscription Term refers to the first period of the subscription, which begins on the Effective Date and continues for a period of 12 months, unless otherwise terminated or modified in accordance with these Service Terms.

Losses

All incurred losses, liabilities, damages, costs, claims, demands, actions, proceedings, order and expenses (including legal fees) and disbursements and costs of investigation, litigation, settlement, judgement interest and penalties.

Renewal Period

The Renewal Period refers to the successive subscription periods following the Initial Subscription Term, each of which automatically renews for an additional period of the same length as the Initial Subscription Term, unless the Subscriber provides notice of cancellation or modification in accordance with these Service Terms.

Service

The Service refers to the subscription-based access provided by the Service Provider which grants the Subscriber access to proprietary industry data, in-depth analysis, information, expert commentary and quotes, and reports (collectively, ‘Content’) that are available behind a paywall. The Service is delivered online through www.agencybyagency.com.

Service Provider

For the purposes of these Service Terms, the Service Provider is Agency by Agency Limited.

Service Terms

The Service Terms refer to these specific terms, conditions and guidelines that govern the access to and use of the Service provided by the Service Provider.

Subscriber

The individual who has registered for and is paying for access to the Service offered by the Service Provider.

Subscription Fees

The Subscription Fees refer to the charges the Subscriber agrees to pay for access to the Service as provided by the Service Provider.

Subscription Term

The Subscription Term comprises the Initial Subscription Term together with any subsequent Renewal Periods.

Subscriber Permissions and Restrictions
1. The Service Provider hereby grants to the Subscriber a non-exclusive, non-transferable right to use the Service during the Subscription Term solely for the Subscriber’s internal business operations.
2. The Subscriber shall not copy data or information provided by the Service except where such copying is incidental to the normal use of the data or information for the benefit of the Subscriber’s internal business operations.
3. Internal Sharing. The Subscriber may share the Content with employees or departments within the organisation who need the Content to perform their job functions. However, any sharing of the Content must be restricted to those with a legitimate need to access it and for purposes directly related to the Subscriber’s internal business activities.
4. The Subscriber agrees to ensure that any employees or departments within the organisation who are granted access to the Service and Content adhere to the confidentiality obligations set forth in these Service Terms and do not misuse or distribute the Content in violation of these terms.
5. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Service description and, in the event of any such unauthorised access or use, promptly notify the Service Provider.
6. Each Subscriber shall keep a secure password for his or her use of the Service and that each Subscriber shall keep the password confidential.
7. The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. is discriminatory based on race, gender, colour, sexual orientation, religious belief, disability
  3. facilitates illegal activity
  4. depicts sexually explicit images
  5. promotes unlawful violence or
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property
8. The Subscriber shall not, unless expressly permitted by the Service Provider
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Service in any form or media by any means; or
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceiveable form all or any part of the Service
  3. share any part of the Service with any third party.
  4. use the Service in order to build or assist a third party in building a product or service which competes with the Service; or
  5. use the Service to provide services to third parties, including clients of the Subscriber
  6. license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Service available to any third party except the Subscriber
  7. attempt to obtain, or assist third parties in obtaining, access to the Service other than as provided under this agreement.
9. The rights provided under this clause are granted to the Subscriber only and shall not be considered granted to any subsidiary or holding company of the Subscriber.
10. The Service Provider reserves the right to monitor the Subscriber’s use of the Service at any time at any time to ensure compliance with these Service Terms.
We have the right at any time to access your account and to monitor your use of the Platform and Data to ensure compliance with the terms of this

The Service Provider’s Obligations and Permissions
1. The Service Provider shall, during the Subscription Term, provide the Service in accordance with these Service Terms.
2. The Service Provider shall use commercially reasonable endeavours to make the online Service available 24 hours a day, seven days a week except for;
  1. planned maintenance carried out outside normal business hours and
  2. Unscheduled maintenance performed outside normal business hours if possible, with reasonable endeavours to give the Subscriber notice in advance.
  3. The Service Provider will comply with all applicable requirements of Data Protection Legislation including the GDPR, and process personal data in accordance with its Privacy Policy.
  4. The Service Provider undertakes that the Service will be performed substantially in accordance with their description in these Service Terms and with reasonable skill and care.
3. The Service Provider may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations with respect to the Service.

Charges and Payment
1. The Subscriber will pay the Subscription Fees to the Service Provider for use of the Service.
2. The Subscriber will pay the Subscription Fees annually in advance in pounds sterling.
3. All Subscription Fees are
  1. non-cancellable
  2. non-refundable
  3. exclusive of value added tax which shall be added to the Service Provider’s invoice at the appropriate rate where applicable

d. The Service Provider shall be entitled to increase the Subscription Fees after the initial subscription term upon 30 days notice to the Subscriber. As a good practice policy, the Service Provider is committed to aiming to give 90 days notice of any increase in Subscription Fees.

Proprietary Rights
1. The Subscriber acknowledges and agrees that the Service Provider own all intellectual property rights in the Service.
2. The Subscriber acknowledges that all data and graphics derived from the Service and the Service Provider’s website are the intellectual property of the Service Provider and must not be copied or reproduced without the express permission of the Service Provider.
3. Except where expressly stated, these Service Terms do not grant the Subscriber any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licences in respect of the Service.

Indemnity and Limitation of Liability
1. The Subscriber shall defend, indemnify and hold harmless the Service Provider 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 Subscriber’s use of the Service.
2. The Subscription is provided to the Subscriber on an ‘as is’ basis. The Subscriber assumes sole responsibility for results obtained from the use of the Service by the Subscriber and for conclusions drawn from such use. The Service Provider shall have no liability for any damage caused by errors or omissions in any part of the Service.
3. The Service Provider 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 rising from the Subscriber’s use of the Service.
4. Nothing in these terms shall limit or exclude the liability of either party for death or personal injury resulting from negligence or for any other liability that cannot be excluded by law.
5. The Service Provider’s aggregate liability arising out of or in connection with these Service Terms shall not exceed £1.
6. The Subscriber agrees to indemnify and keep indemnified the Service Provider from and against any and all losses which the Service Provider may sustain or incur in connection with any misuse of the Service or breach of the terms of these Service Terms.
7. In the event of any claim, liability or dispute, the parties acknowledge that the Service is being provided for business purposes and not for personal use.

Term and Termination
1. The Effective Date of these Service Terms will be the date on which the Subscriber registers for the service, agrees to these terms and conditions, or completes the first payment, whichever occurs first.
2. These Service Terms shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Subscription Term and thereafter, these Service Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period) unless;
  1. either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Service Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period
  2. otherwise terminated in accordance with the provisions of these Service Terms
3. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
4. Without affecting any other right or remedy available to it, and without refunding Subscription Fees, the Service Provider may terminate these Service Terms with immediate effect by giving written notice to the Subscriber if;
  1. the Subscriber fails to pay any amount due under these Service Terms
  2. the Subscriber commits a material breach of any part of these Service Terms
5. If, for any reason, the Service Provider is unable to fulfil its obligations under these Service Terms;
  1. it reserves the right to terminate these Terms with immediate effect and
  2. its liability will be limited to the remaining proportion of the Subscription Fee i.e. 1/12 of the Subscription Fee for each unfulfilled month of the Subscription Term.

Conflict

If there is an inconsistency between these Service Terms and any other document then these Service Terms shall prevail.

Variation and Entire Agreement
1. No variation to these Service Terms shall be effective unless agreed in writing by the parties or their authorised representatives.
2. These Service Terms constitute the whole agreement between the Service Provider and the Subscriber and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
3. The Subscriber acknowledges and agrees that in registering for the Service, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of these Service Terms or the Service.

No Partnership or Agency
1. Nothing in these Service Terms 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 of or on behalf of or otherwise bind the other in any way.

Third Party Rights

These Service Terms do not confer any rights on any person or party (other than the Subscriber and the Service Provider) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Governing Law and Jurisdiction
1. These Service Terms and any dispute or claim arising out of or in connection with them or the provision of the Service shall be governed by and construed in accordance with the law of England and Wales.
2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Service Terms.