Roar Digital Terms & Conditions

ONLINE SERVICES AGREEMENT BETWEEN ROAR DIGITAL LIMITED (“ROAR”), REGISTERED COMPANY 10429708, AND YOU (THE “CLIENT”)

IT IS AGREED as follows:

Definitions

1.1 In these terms and conditions (except where the context requires otherwise) the following words shall have the following meanings:

“Advertising Services” has the meaning set out in clause 2.1;

“Advertising Services Terms and Conditions” means the provisions of clause 2 as set out in Section A;

“Advertising Term” means the period during which Roar shall provide the Advertising Services to the Client as set out in the Order Form;

“Agreement” means these terms and conditions and the Order Form;

“Client Content” means: (i) all the text, images, audio, video or other kind of information (and the Intellectual Property Rights therein), such as but not limited to advertising copy or marketing content, created by the Client or provided by the Client to Roar or created by Roar or a third party and approved by the Client for use in connection with the Services; and (ii) all information (and the Intellectual Property Rights therein) relating to users of the Services, including but not limited to personal data (as has such meaning as set out in the Data Protection Act 1998) inputted via the Client Website;

“Client Personal Data” means any Personal Data that is processed by Roar on behalf of the Client in relation to this Agreement, but excluding Personal Data with respect to which Roar is a data controller;

“Client Website” means the website or websites owned and run by the Client;

“Data Disposal Procedure” means the procedure stipulated by Roar from time to time dealing with post-contract retention periods for Client Personal Data;

“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679).

“Fees” means any and all amounts due from the Client to Roar in respect of the provision of the relevant Service as set out or calculated in accordance with the Order Form;

“General Terms and Conditions” means the provisions of clauses 4 to 11 as set out in Section C;

“Intellectual Property Rights” means all intellectual property rights, including patents, supplementary protection certificates, petty patents, utility models, trade marks, database rights, rights in designs, copyrights (including rights in computer software) (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and domain names and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions;

“Order Form” means the order form (as may be amended from time to time by the parties in writing or by Roar pursuant to clause 5.1) indicating the Services to be provided to the Client under the Agreement;

“Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

“PPC Services” has the meaning set out in clause 3.1;

“PPC Services Terms and Conditions” means the provisions of clause 3;

“PPC Services Term” means the period during which Roar shall provide the PPC Services to the Client as set out in the Order Form;

“Roar Technology” means all technology developed by Roar and used to operate any Services provided by Roar to the Client or to any other party;

“Roar Website” means the website located at URL www.roardigital.co.uk;

“Services” means the Advertising Services, the PPC Services and any other service provided by Roar to the Client;

“User” means a visitor or user of the Client Website, the Advertising Services, the PPC Services or any of the Services.

SECTION A: Advertising Services Terms & Conditions

Advertising Services

2.1 In consideration of the Client paying the Fees, Roar shall provide to the Client advertising services which may include, without limitation, support with advertising and digital marketing activities such as search engine optimisation (“SEO”), social media activity, content creation, web design and  other related activities, as may be specified on the Order Form (together the “Advertising Services“).

2.2 Roar shall provide the applicable Advertising Services for the duration of the Advertising Term (if this is not defined, the standard term is six months from the campaign start date, not start date of set up work, automatically renewed for successive Renewal Terms of three months, unless ether party provides written notice 90 days prior to the end of the Initial Term or a Renewal Term) and either party may terminate the Advertising Services in accordance with clause 10 of the General Terms and Conditions and any provisions of the Order Form (if applicable).

2.3 Roar may in its sole discretion terminate the Advertising Services upon giving the Client no less than 30 days’ written notice.

2.4 Systems and technological failures may impede or prevent access to all or any part of the Client Content made available as part of the Advertising Services, PPC Services or any other Services, and Roar makes no warranty or representation that the Client Content shall be available at all times when used in respect of the Advertising Services, nor that the Client Website shall be available at all times.

Pay Per Click Services

3.1 In consideration of the Client paying the Fees, Roar shall provide to the Client Pay Per Click (“PPC”) services which may include, without limitation, setting up and optimising PPC accounts on advertising platforms including Google Ads, Bing, Yahoo, Facebook, Twitter and LinkedIn (together the “PPC Services“).

3.2 PPC Services will be as detailed on the Order Form. Payments made to Roar for PPC Services are exclusive of media spend. Media spend is payable directly to the advertising platform by the Client and the Client is solely responsible for the payment of media spend.

3.3 The applicable PPC Services shall be supplied for the duration of the PPC Services Term and may be terminated in accordance with clause 10 of the General Terms and Conditions and any provisions of the Order Form (if applicable).

3.4 Roar may in its sole discretion terminate the PPC Services upon giving the Client no less than 30 days’ written notice.

3.5 Roar does not guarantee any particular rate of return or performance, and shall not be liable in any way for any economic losses incurred as a result of the provision of PPC Services (including, without limitation, loss of revenues, profits, contracts, business, anticipated savings, goodwill or reputation).

3.6 Roar cannot provide any guarantee that the policies or functionality of advertising platforms will not change in such a way that will have a detrimental effect on the effectiveness of the PPC Services. Roar shall use reasonable endeavours to counteract any detrimental effects resulting from any such changes.

3.7 Roar accepts no responsibility for any detrimental effect on the effectiveness of the PPC Services which results from any activity of the Client or any third party including, but not limited to, alterations to the Client Website.

3.8 Roar shall not be liable for any cost arising from fraudulent use of any PPC accounts. The Client shall be liable for any costs whether from or within the Client’s premises, via any internet protocol address used by the Client or via external means.

3.9 The Intellectual Property that arises from the PPC Services, including but not limited to details of the content, set-up, management or performance of the Services, are deemed to vest with Roar, unless specifically and explicitly granted to a third party at Roar’s sole discretion. For example, on termination of PPC Services, Roar will remove any proprietary layout and / or content that did not exist prior to the commencement of the PPC Services, and the intellectual property therein may not be used to populate a new PPC account.

3.10 Failure to comply with 3.10 will result in payments to Roar for every month that the intellectual property remains live within the relevant account(s). Payments to Roar will be at the monthly invoice amount payable by the Client during the PPC Services term.

3.11 Neither Roar nor the Client will change login details for PPC accounts throughout the duration of the PPC Services Term unless agreed in writing by both parties.

3.12 The Client is not permitted to grant access to a PPC account to other providers of services that compete with the PPC Services.

3.13 Reports relating to PPC accounts may not be published, reproduced or shared without the written permission of Roar.

SECTION B: General Terms & Conditions

Agreement

4.1 No Agreement shall subsist unless an Order Form completed and agreed by a Client has been received by Roar.

Amendment

5.1 Roar may: (i) amend the Agreement; and (ii) add or remove any element to or from any of the Services, at its discretion at any time. In the event that Roar does so it will post notice of the effective date of any material changes on the Roar Website. If such changes are to the material detriment of the Client, such as an increase in Fees for Services in excess of a 5% increase, then the Client may within five business days of the effective date of such change terminate the relevant Services (as applicable) with immediate effect by giving Roar notice in writing.

5.2 The Client’s continued use of the Services (as applicable) after expiry of five business days of  the effective date of any changes referred to in clause 5.1 shall constitute the Client’s acceptance of such changes.

Restrictions and Warranty

6.1 The Client shall abide by any applicable industry code of practice or guidelines and will abide by all applicable laws and regulations when using the Services including, but not limited to, the Consumer Protection from Unfair Trading Regulations 2008 (CPRs) and the Business Protection from Misleading Marketing Regulations 2008 (BPRs).

6.2 The Client warrants that it:

6.2.1 has full and valid authority to enter into this Agreement; and

6.2.2 has read, will regularly read and will abide by all notices posted on the Roar Website from time to time that are relevant to the provision of the Services.

Exclusion of Liability

7.1 Nothing in this clause 7 shall limit either party’s liability for death or personal injury resulting from its negligence or for fraud.

7.2 The aggregate liability of Roar in respect of any loss or damage suffered by the Client and arising out of or in connection with the Agreement shall not exceed the Fees paid by the Client to Roar under the Agreement in the preceding three (3) months prior to the date of such loss or damage.

7.3 Roar shall not be liable in any way for: (i) any loss of commissions; or (ii) any loss of sales; or (iii) any loss of Client Content; or (iv) any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or (v) any loss of goodwill or reputation; or (vi) any indirect or consequential losses, suffered or incurred by the Client arising out of or in connection with the Agreement.

7.4 Except as expressly provided for in the Agreement all conditions, warranties and representations implied by statute, common law or otherwise are excluded to the extent permitted by law.

7.5 The Client acknowledges and agrees that the limitations contained in this clause are reasonable in all the circumstances and that it has taken independent legal advice.

Intellectual Property  

8.1 Client Content belongs to the Client. The Client grants to Roar a non-exclusive, perpetual, royalty-free, irrevocable and transferable licence to use the Client Content and any materials sent to Roar, typed into or otherwise introduced to Roar’s systems by the Client (together with any data derived from the Client Content) as may be necessary for Roar to provide the Services (including entering into agreements with third parties in relation to the publishing or access of Client Content through media not belonging to, or under the control of Roar) and for any other purpose at Roar’s discretion from time to time.

8.2 The Client warrants, represents and undertakes that: (i) it owns and/or is licensed to use (and to grant the licence under clause 8.1 in respect of) the Intellectual Property Rights in the Client Content and the use of the Client Content by Roar to perform its obligations under the Agreement in respect of the Services will not infringe the Intellectual Property Rights of any third party; (ii) the Client Content is not defamatory, offensive or otherwise inappropriate; and (iii) it is responsible for the integrity of the Client Content which is in all respects accurate, complete and true to the best of the Client’s knowledge and belief, and the Client shall promptly amend or correct any Client Content on being made aware of any inaccuracies or errors therein.

8.3 The Client shall indemnify and hold harmless Roar and its employees, agents and subcontractors against all loss or damage suffered as a result of either party’s use of the Client Content in accordance with the Agreement or for any breach of clause 8.2.

 8.4 Roar owns all Intellectual Property Rights in the technology developed by Roar and used to provide the Advertising Services, the PPC Services and any other Services, including Intellectual Property Rights that are created in the course of carrying out this Agreement.

Data Protection

9.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

9.2 The Client warrants to Roar that it has the legal right to disclose all Client Personal Data that it does in fact disclose to Roar under or in connection with this Agreement.

9.3 The Client shall only supply to Roar, and Roar shall only process, in each case under or in relation to this Agreement, the Client Personal Data of data subjects falling within the categories specified in Part 1 of the Appendix (Data processing information) and of the types specified in Part 2 of the Appendix (Data processing information); and Roar shall only process the Client Personal Data for the purposes specified in Part 3 of the Appendix (Data processing information).

9.4 Other than as may be authorised by the Client under Roar’s Data Disposal Procedure, Roar shall only process the Client Personal Data during the Advertising Term or PPC Services Term and for not more than 30 days following the end of the Advertising Term or PPC Services Term, subject to the other provisions of this Clause 9.

9.5 Roar shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the European Economic Area), as set out in this Agreement or any other document agreed by the parties in writing.

9.6 Roar shall promptly inform the Client if, in the opinion of Roar, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.

9.7 Notwithstanding any other provision of this Agreement, Roar may process the Client Personal Data if and to the extent that Roar is required to do so by applicable law. In such a case, Roar shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

9.8 Roar shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

9.9 Roar and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data, including those measures specified in Part 4 of the Appendix (Data processing information).

9.10 Roar will not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, Roar shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then Roar shall use reasonable endeavours to address the Client’s objections. Roar shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on Roar by this Clause 9.

9.11 As at the date of the Order Form, Roar is hereby authorised by the Client to engage, as sub-processors with respect to Client Personal Data, the third parties, and third parties within the categories, identified in Part 5 of the Appendix (Data processing information) together with any sub-processors that may be identified in the Order Form.

9.12 Roar shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

9.13 Roar shall assist the Client in ensuring compliance with the obligations relating to the security of processing of Client Personal Data, the notification of Client Personal Data breaches to the supervisory authority, the communication of Client Personal Data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Roar shall report any Personal Data breach relating to the Client Personal Data to the Client within 24 hours following Roar becoming aware of the breach.  Roar may charge the Client at its standard time-based charging rates for any work performed by Roar at the request of the Client pursuant to this Clause 9.13.

9.14 Roar shall make available to the Client all information necessary to demonstrate the compliance of Roar with its obligations under this Clause 9 and the Data Protection Laws.

9.15 Unless storage of Client Personal Data is authorised by the Client under the Data Disposal Procedure (in which case such continued storage shall be deemed to be part of the Services), Roar shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Client Personal Data.

9.16 Roar shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of Roar’s processing of Client Personal Data with the Data Protection Laws and this Clause 9. Roar may charge the Client at its standard time-based charging rates for any work performed by Roar at the request of the Client pursuant to this Clause 9.16.

9.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance. 

9.18 The Client shall indemnify Roar against any losses, damages, costs, penalties or other liabilities incurred by Roar arising out of any claims made against Roar by or on behalf of Data Subjects and/or any regulatory action against Roar by a supervisory authority under the Data Protection Legislation that arise out of Roar complying with any instruction given by the Client in relation to the Processing of Client Personal Data; or the Processing of any Client Personal Data ceasing to be compliant with the Data Protection Legislation due to any act or omission of the Client.

Termination

10.1 Either party may bring the Agreement to an end (without prejudice to its other rights and remedies) by written notice to the other party if the other: (i) commits a material breach of its material obligations under the Agreement and in the case of a remediable breach, fails to remedy it within thirty (30) days of the date of receipt of notice from the other; or (ii) becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement or has a receiver, administrator or manager appointed over the whole or any part of its business or assets.

10.2 If the Client breaches any of the Advertising Services Terms and Conditions, PPC Services Terms and Conditions or General Terms and Conditions, or Roar has notice of illegal or inappropriate content, or alleged illegal or inappropriate content, in the Client Content or being provided to Roar for the purposes of Roar fulfilling its obligations with regard to any of the Services, or Roar becomes aware of facts or circumstances from which, in Roar’s opinion, illegal content is apparent Roar shall be entitled to remove or disable access to the offending content and/or, suspend access to the Advertising Services, PPC Services or any other Services without notice to the Client and without incurring liability to the Client.

10.3 On termination of the Agreement for whatever reason, all Fees and any other monies payable by the Client to Roar shall immediately become payable.

Miscellaneous

11.1 If the Client fails to pay any Fees by the due date, Roar shall be entitled but not obliged to charge the Client interest on the overdue amount, payable by the Client immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8 per cent per annum above the base rate for the time being of Barclays Bank.

11.2 If the Client fails to pay any Fees by the due date, Roar shall be entitled with immediate effect to withhold, remove or disable any Services for which payment has not been made on time, until such time as any and all outstanding Fees, inclusive of interest as described in 11.1, have been paid by the Client to Roar.

11.3 The Client shall not without the prior written consent of Roar assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with the Agreement or any rights under the Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

11.4 Each party undertakes that it will not at any time use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, the terms and conditions of the Agreement or any confidential information concerning the business or affairs of the other party which may have or may in the future come to its knowledge. Neither party shall use any such confidential information except for the performance of the Agreement or make any announcement relating to the Agreement or its subject matter without the prior written approval of the other party.

11.5 For the avoidance of doubt, notices given by the Client under the Agreement shall not be validly served if sent by email.

11.6  Neither party shall be liable to the other party for any delay in or failure to perform any or all of its obligations under the Agreement if the delay or failure is due to circumstances beyond its reasonable control

11.7 Except insofar as the Agreement expressly provides that a third party may in his own right enforce a term of the Agreement, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.

11.8 Clauses 4, 10.3 and 11.4 together with those other clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall continue to have effect after the end of the Advertising Term and/or PPC Services Term (as applicable).

11.9 The Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of the Agreement.

11.10 If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.

11.11 The Agreement shall be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English courts.

This policy was last updated on 18.12.18.
If previous versions of Roar’s Terms and Conditions exist, they can be viewed at:

www.roardigital.co.uk/prior-versions-of-terms-and-conditions