Terms of service of Newspoint media monitoring, dated February 20th, 2013
Chapter 1. General provisions
Newspoint – Newspoint Sp. z o.o., with its registered office in Warsaw at Słomińskiego 5/104 Str, entered into the commercial register of the District Court for the capital city of Warsaw, XII Commercial and Registry Department, under KRS number 0000466031, NIP 525-25-57-101
User – a legal or natural person or an organizational unit without legal personality, having the capacity to incur obligations and acquire rights on its own behalf, activating the Newspoint service. A User as defined in these Regulations is both a User and an Agency User.
Agency – a legal, physical or organizational entity without legal personality, having the ability to incur obligations on its own behalf and to acquire rights with which Newspoint has concluded a contract for the offer and sale of Newspoint Services to Agency Users.
Agency User – a legal or natural person or an organizational unit without legal personality, having the capacity to incur obligations and acquire rights for which Newspoint provides the Newspoint service through the agency, assuming that one Agency User is one Newspoint account. The Agency User is the last recipient of the Newspoint Service and is not entitled to its further distribution in whole or in part.
Newspoint – a service provided by Newspoint on the terms set out in these Regulations, consisting of media monitoring using the Electronic Newspoint system.
Order Form – Newspoint Media Monitoring Service Agreement concluded between Newspoint and the User, in connection with Newspoint’s ordering of the Newspoint service. The contract is concluded in a conclusive manner when the Service is ordered by the User and does not need to be confirmed in writing by Newspoint.
Order for a free 7-day trial – an Internet interface made available in the editing mode provided to the User by Newspoint at www.newspoint.pl enabling placing an order for a 7-day free trial period of the Newspoint service.
Trial Period – the period indicated by Newspoint in which the Newspoint service is made available to the User free of charge.
Subscription Period – a period of 1, 3, 6 or 12 months agreed between the Parties, in which the Newspoint service is made available to the User in a paid manner, for remuneration paid by the User to Newspoint.
Subscription Fee – paid in advance (in special cases and after agreement of the Parties also from below) in cycles monthly, quarterly, semi-annually or annual remuneration paid by the User to Newspoint for providing services listed in the Regulations in the ordered Subscription Period.
Commercial Offer – a document containing a list of Newspoint prices, products and services.
Activation (of service) – providing the User with functionality and resources offered by the given Newspoint application.
Spam – information sent by e-mail, which was not the subject of the recipient’s order.
Terms of service – these terms of service of Media Monitoring services.
2. Subject matter of Terms of service and preliminary provisions.
a. These Regulations define the rules of ordering and providing the Newspoint service by Newspoint, the manner of using the Newspoint service by the User, and the scope of the rights and obligations of the Parties.
b. The condition for ordering the Newspoint service is to read the content of these Terms of service. The User is obliged to fulfill obligations resulting from these Terms of service throughout the period of the provision of service by Newspoint. Any behavior of the User, which will be contrary to his obligations under the Terms of service, will be tantamount to non-performance or improper performance of the concluded Agreement. In this case, Newspoint will be entitled to exercise the rights set out in these Terms of service as well as in the Civil Code.
c. Submission by the User of the Order for a free 7-day trial as well as submitting the Order Form to the paid period of the Newspoint service will be tantamount to confirmation that the User has read the Terms of service and accepts its provisions. The day of registering the Newspoint service should be treated as the date from which the provisions of the Terms of service will apply to the contracting parties.
d. The parties hereby declare that they are aware of the fact that the subject of this Agreement is only a service consisting in enabling the User to use the publication for its internal or personal use and, as a consequence, to improve the possibility of compiling and organizing publications available on the Internet. By concluding this Agreement, Newspoint Sp. z o.o. does not grant the User authorization to use by him or third parties publications collected via the Service for purposes other than those specified above, which the User hereby confirms. In particular, the User is not entitled to process and further disseminate or make available the received publications. The above restrictions do not apply to the User’s use of the received publications as part of the permitted use specified by the provisions of the Copyright and Related Rights Act.
e. The Parties declare that they are fully aware that the Newspoint Service does not include any fees for proprietary copyrights due to the authors of the publications made available to the User by means of Newspoint. At the same time, all copyrights to the publications provided by the Newspoint system are only vested in the authors of these publications. The user releases Newspoint from all liability for the use of publications made available to him by means of Newspoint.
Chapter 2. Registration of services, conclusion and terms of the contract, its change and termination
a. Unless otherwise provided in these Terms of service – the registration of all types of Newspoint services is done via the interface located on the Newspoint websites or by contacting the Newspoint Customer Service. Newspoint services are activated up to 2 business days (from the date of receipt of the order in the form of an Order for a free 7-day trial or contact with the Newspoint Customer Service) for a trial period of 7 days from the date of making the Newspoint available for testing to the User. The day of registration of the Newspoint service will be considered as the day of conclusion of the contract for the provision of this type of services between Newspoint and the User.
b. The User is obliged to enter or provide correct contact details (name, surname, address, telephone number, billing data, e-mail address) when activating Newspoint via the Order for a free 7-day test or by contacting the Newspoint Customer Service. Providing false data constitutes a violation of the provisions of the Terms of service and authorizes Newspoint to block and stop the continued provision of Newspoint services to the User before the end of the trial period, and after paying a subscription fee.
c. Upon activation of the Newspoint Service, the User obtains a free, 7-day access to the service provided free of charge by Newspoint. Newspoint will send a notification to the User in the form of an e-mail, with the login and access password for the Newspoint service.
d. Newspoint reserves the right to block access to Newspoint during the trial period, if it is shown that:
(i) the User has made the activation of Newspoint once again, after the removal of his account due to the expiration of the trial period referred to above and failure to pay the Subscription Fee or
(ii) discontinuation of the provision of the Newspoint service as a result of a breach of the Terms of service and termination of the Agreement or
(iii) when the User has used the Newspoint service in a way that exceeds the characteristics of tests and trials or
(iv) contrary to the Trade Offer presented to him.
(v) The User does not use a company e-mail or is not authorized to incur obligations on behalf of the company or provided false contact details.
e. The Parties agree that an important condition for the conclusion of a contract for the provision of paid Newspoint service to the User is placing an order by the User via the Order Form. The Order Form should be delivered to Newspoint via post or e-mail as a scanned file. The Order Form for its validity must contain obligatory identification data of the User, which will be consistent with the reality i.e. company name, tax identification number, exact address necessary to issue VAT invoice, correspondence address – if different than office address, e-mail address, first and last name of the person ordering party, type of service and subscription period. The form should be sealed with a company seal and signed by the person / s authorized to represent the entity ordering services in the scope of performed commercial activities. The ordered Newspoint service should be activated by Newspoint within 2 business days of delivery of the Order Form to Newspoint containing complete identification details. If the Order Form is delivered to Newspoint outside the opening hours of the Newspoint Customer Service, the service will be activated on the next business day.
f. The Parties agree that not later than two business days from the date of purchase and activation of the Newspoint service, Newspoint undertakes to send a VAT invoice to the User, including the Subscription Fee for using Newspoint in the Subscription Period set with the User. The Subscription Fee is paid by the User in advance in monthly, quarterly, half-yearly or annual cycles.
g. Failure to pay the Subscription Fee within 14 days from the date of receipt of the VAT invoice will result in the automatic blocking of the User’s access to Newspoint. The User’s payment of the Subscription fee and confirmation of the inflow of funds to Newspoint account within a period not longer than 14 business days from the date of the event (blocking access to the Newspoint service) will result in immediate unblocking of access to Newspoint. The ineffective expiration of the 14-day period from the date of blocking the User’s access to the service will result in the automatic deletion of his account and termination of the Newspoint service agreement due to User’s fault, at the same time retaining the entitlement of Newspoint to demand payment of the Subscription Fee for the entire Subscription Period. Newspoint is entitled to charge the User an additional fee in the event of the emergence of costs of debt collection not paid within the period specified by a VAT invoice issued. This fee will be:
– 5% of the principal amount, including statutory interest accrued if payment is made within 60 days of delay,
– 10% of the principal amount, including accrued interest if the payment is made over 60 days of delay.
h. The term of the contract for the provision of the Newspoint service is automatically extended after the original subscription period for the next Subscription Period, provided the User has not written a written statement to Newspoint that the intention to continue the contract is not forthcoming (which should take place no later than 30 days before the end of the initial subscription period). The automatic renewal of the contract for the next Subscription Period will be made on the terms resulting from the current Trade Offer and the current version of the Terms of service at the time. This regulation will also apply to the next Subscription Periods.
i. In case of automatic extension of the term of the contract for the next Subscription Period, in the mode described above, no sooner than one day before the end of the first (and correspondingly each next) Newspoint Subscription Period, Newspoint will automatically issue a VAT invoice for the next Subscription Period of the provision of the Newspoint service.
j. Failure to pay the Subscription Fee within 14 days from the date of receipt of the VAT invoice will result in the automatic blocking of access to Newspoint. The User’s payment of the Subscription Fee and confirmation of the inflow of funds to Newspoint account during this period will result in immediate unblocking of access to Newspoint. The ineffective expiration of the 14-day period, counting from the date of blocking the User’s access to the service, will result in an automatic permanent blocking of the User’s account while retaining the right on the side of Newspoint to request payment of the Subscription Fee for the entire Subscription Period.
k. The Parties agree that the time of paying the Subscription Fee will be the day on which the funds will be credited to the Newspoint bank account. Newspoint is not liable for damages resulting from delays caused by third parties (banks, mail, couriers, domain registrars, etc.).
l. In accordance with the Trade Offer of the Newspoint Service (Newspoint Service for the User), the User will be entitled to designate the person (s) who will directly access the Newspoint panel provided that one person designated by the User is one Newspoint account. In addition, the User at any time of the service will be entitled to change the person authorized to directly use the Newspoint service, which will be reported to Newspoint within 2 (two) working days.
m. In accordance with the Trade Offer of Newspoint services (Newspoint service for an Agency User), in order to properly provide the service by Newspoint, the Agency will be obliged to provide Newspoint exclusive information identifying entities that are Agency Users (both in the scope of using Newspoint directly – by logging in to Newspoint using login and password as well as indirectly – using materials generated and delivered to Agency Users by the Agency in any form). Shared data should include: (a) Company data, (b) email addresses of people directly using the Newspoint service. This provision shall not apply if, on the basis of separate obligations, the Agency has been obliged to maintain the confidentiality of the data of the Agency users directly using the Newspoint service.
Shared data will be used by Newspoint only for the purposes of registration and configuration of the Newspoint service for an Agency User. The Newspoint service for an Agency User will be implemented under the assumption that one entity designated by the Agency to use the Newspoint service is one Newspoint account. In addition, the Agency will be entitled at any time to change the person or company authorized to directly or indirectly use Newspoint, which will be disclosed to Newspoint within 2 (two) working days.
1. Accounting documents. Stability of conditions.
The order of the Newspoint service for a given Subscription Period and payment of the Subscription Fee resulting from this shall make the User independent from changes in the price list and the Trade Offer, i.e. any changes to the Trade Offer that may be made by Newspoint during the period of the Subscription Period will not apply to the User until the end of the given Subscription period.
2. Changes to the Terms of service
a. Newspoint reserves the right to change the provisions of the Terms of service for an important reason. Amendments to the Terms of service may be, in particular, dictated by the need to adjust the content of the Terms of service to applicable law or other circumstances.
b. In case of making important changes to the Terms of service, Newspoint will inform the current Users by sending (via e-mail or letter) information about the change of the Terms of service together with the invoice regarding the Subscription Fee for the next Subscription Period. In this case, the payment of the Subscription Fee for the next Subscription Period will be deemed as consenting by the User to the new wording of the Terms of service and will result in the entry into force of the Terms of service in a new wording, in relation to a given User, with the beginning of the Subscription Period covered by the above payment.
c. The current version of the Terms of service will be available at www.newspoint.pl/en
d. Newspoint has no obligation to agree on the content and scope of changes in the Terms of service with Users.
e. Changing the addresses of websites indicated in the Terms of service does not constitute a change to the Terms of service in the sense of this paragraph and does not result in the necessity to notify Users about any changes made in the manner specified in point. b. above, with the reservation, however, that the change of the address of the website on which the current version of the Terms of service is published or the addresses of websites referenced in it are published, Users will be notified directly (by e-mail or post). Such notification does not require acceptance from the Users and does not result in the possibility of termination of the Agreement.
3. Termination of the contract.
a. The contract expires on the day of ending the Subscription Period if the User cancels the Newspoint service in accordance with point (h) Chapter 2 or due to non-payment of the Subscription Fee (with the simultaneous retention of the entitlement on the side of Newspoint to request payment of the Subscription Fee for the entire Subscription Period) or from the date of completion of the paid Subscription Period, if no fee is paid for the next Subscription Period within 14 days from the date of receipt of the VAT invoice, subject to the regulation Chapter 2 point g) above.
b. Newspoint reserves the right to terminate the Agreement if the provisions of the Terms of service or applicable law are breached in a gross manner, in particular Newspoint service will be used contrary to its intended purpose, including if the User sent spam, acted to the detriment of Newspoint or used Newspoint for purposes incompatible with Polish law.
c. User has the right to terminate the provision of services by Newspoint at any time during the Subscription Period, with 30 days’ notice, with effect at the end of the Subscription Period, unless otherwise specified by the Order Form or Agreement between the Parties. Written form is understood as a registered letter. The expiration of the 30-day period will result in an automatic, permanent blocking of the User’s account. If the termination will not be justified by valid reasons (total unavailability of the system for many hours, late Newspoint’s reaction to the reported problems after many hours) and documented with specific examples (including screenshots) regarding the quality of services, Newspoint retains the right to demand payment of the Subscription Fee due for the whole Subscription Period.
d. Unless the Order Form or the Agreement specifies otherwise, if the Customer fails to terminate the services with at least 30 days notice before the end of the term of the Order or the Agreement between the Parties, the Order or the Agreement is automatically renewed under the same conditions for the next Subscription Period set in the Order Form or the Agreement.
Chapter 3. Responsibilities, rights and liability of Newspoint Sp. z o.o.
a. Newspoint undertakes to provide the User with a link to the login page, login and password for the Newspoint system.
b. Newspoint is not responsible for the content of information posted on monitored websites and sent to the User.
c. Newspoint undertakes to immediately eliminate breaks and failures created on the side of the Newspoint system.
d. Newspoint is not liable for damage caused as a result of force majeure and other circumstances independent of Newspoint, as well as for damages resulting from the lack of continuity of services not attributable to Newspoint, improper use of services, failure to comply with the Terms of service and conditions of the “Order Form”, operation of factors, companies and third parties (eg link failures, hardware).
e. Newspoint guarantees access to the service throughout the whole year and 24 hours with the probability of access not less than 98% (2% – technical break for system maintenance).
f. Newspoint can update and expand media monitoring services at any time on the server. In certain cases, the User will receive the update automatically.
Chapter 4. Duties, rights and liability of the User
a. The User is obliged to ensure that persons who will be using Newspoint media monitoring applications are properly trained by Newspoint.
b. Receivables due to the Subscription Fee, The User is obliged to pay within 14 days by transfer to the Newspoint bank account. At the User’s request, Newspoint allows for the extension of the payment deadline for the Subscription Fee.
c. Subscription Fee for Newspoint is only a remuneration for its use, due to Newspoint. It does not include costs related to obtaining access to Newspoint services, telecommunications fees, purchase of equipment or software for using Newspoint services, purchase of own domain, designing websites or configuration of a computer system at the User’s.
d. The User is authorized to send Newspoint search results via the “E-mail notification” service only to the e-mail addresses belonging to him. The Parties agree that in each case, the User’s confirmation of sending information via the “E-mail Notification” service to e-mail addresses not belonging to the User will be considered as the request to Newspoint to perform the new service and will automatically result in the increase of the Fee paid by the User subscription. The Parties agree that for each new e-mail address not belonging to the User to which the Newspoint search results will be sent using the “E-mail Notification” service, Newspoint will be entitled to demand payment of the Subscription Fee as for any new Newspoint account.
e. The User is obliged to refrain from making Newspoint available, as well as results obtained through Newspoint, for the purposes of their use in trading activities to third parties.
f. In the case of quoting or publishing the results of the Newspoint Statistics and Analysis, the User is obliged to provide the source of data each time in the following form: “Source: Newspoint”.
Chapter 5. Final provisions
a. Under the conditions set out in these Terms of service, the scope of the User’s order may be extended to include other services and products offered by Newspoint, and in particular may be:
a.1 Added service or services indicated by the User to the current list of monitored websites.
a.2. In the event of expanding the scope of services provided by Newspoint, the extension will be made in the following manner:
(i) The User, after having agreed upon the essential terms of the service with Newspoint (including the price / price change), sends in the form of an e-mail an order to change the services.
(ii) Newspoint confirming receipt of the order and its acceptance sends in the form of an e-mail a written acceptance of the new service conditions to the User.
(iii) Changes in the provision of Newspoint services shall become effective as of the date of the User of the next Subscription Period or immediately after acceptance of the conditions by the Parties.
(iv) Newspoint undertakes, in accordance with the changes in the scope of Newspoint services provided to the User, to send to the User not later than 2 days from the date of accepting new terms of cooperation by the Parties, a VAT invoice containing the fee for the extended scope of services according to the rates in force in the Trade Offer as at placing an order for such services by the User.
b. Both Newspoint and the User will be authorized to collect, use and transmit data only in a manner previously agreed by the Parties.
c. Terms of service come into force on the day of publication on the Newspoint website and from that day will apply to contracts concluded with Newspoint.
d. Neither Party may disclose the commercial terms of the “Media Monitoring Services Agreement” or negotiations relating to this contract to third parties without written permission. The Parties agree that all information regarding the terms and conditions of the provision of services by Newspoint to the User and the Agency User, including in particular financial terms, are confidential information and as such will be subject to appropriate protection by the Parties.
e. In matters not covered by the Terms of services, Order Form or Contract, the provisions of the Civil Code shall apply. Any disputes will be settled by a common court competent for the Newspoint headquarters.