PR Newswire General Terms and Conditions

 

GENERAL TERMS & CONDITIONS

1. DEFINITIONS

1.1     For purposes of this Agreement, the following terms have the meanings ascribed to them below:

“Agreement” refers to the Order, together with these General Terms & Conditions and the applicable Supplement(s).

“Authorised Sender” refers to those individuals identified by Customer in writing as being authorised to submit Content and issue Releases on Customer’s behalf.

“Company” refers to Cision Portugal, a company registered in Portugal (company number 501355383), in Portugal with its registered office at Avenida Fontes Pereira de Melo, nº 21, 5º, 1050-116 Lisbon and/or its parent or any of its affiliates that provide the Service to Customer.

“Content” refers to information, data or content of any kind posted, delivered, uploaded or submitted by Customer or on Customer’s behalf in connection with the Service, whether in the form of copy, text, images, video, audio files or other form, and regardless of the format, including all logos, proprietary marks, distribution lists, links and URLs.

“Customer” refers to the company, organization or person purchasing the Services from Company.

“Distribution Services” delivery of Customer’s messages and content to audiences such as print and broadcast newsrooms, journalists, bloggers, financial portals, social media networks, websites, content syndicators, and search engines.

“Order” refers to (i) each order or other agreement between Company and Customer governing Customer’s purchase of Services, and (ii) any request by Customer for Company to provide Services.

“Release” refers to Content, as processed by Company for distribution.

“Service(s)” refers to each of the services, individually and collectively, as set forth in the Order or otherwise requested by Customer.

“Supplement(s)” refers to the supplemental terms and conditions applicable to the Service.

1.2     Capitalised terms not defined in Section 1.1 have the meanings set forth in the Section in which they are defined. All references to Sections or Section numbers in these General Terms & Conditions refer to the Sections of these General Terms & Conditions, unless stated otherwise.

1.3     In this Agreement, any reference to a statute, statutory provision or any subordinate legislation shall be construed as including a reference to that statute, provision or subordinate legislation as in force as at the date of this Agreement and as from time to time modified or consolidated, superseded, re-enacted or replaced.

2. SERVICE

2.1     The Service. Subject to the terms and conditions of this Agreement, Company shall provide the Service to Customer as set forth in the Order.  Company reserves the right, in its discretion, to (i) make changes to the Service, including issuing enhancements, modifications, new versions, and making changes to the format, medium or method of delivery, so long as such changes do not have a material, adverse impact on the Service; (ii) delegate the performance of the Service (or any portion thereof) to one or more third party suppliers, provided that unless expressly stated otherwise, Company shall be liable to Customer for those of its obligations that are performed by such third party suppliers; or (iii) discontinue the Service for any reason on  no less than sixty (60) days’ prior written notice to Customer, in which event, Company shall provide a refund to Customer for the unused portion of the discontinued Service, which refund shall constitute Customer’s sole and exclusive remedy (subject to Section 8.5) and Company’s sole liability for the discontinuation of the Service.

2.2     Customer Information. Customer shall promptly notify Company in writing of any change to its contact, administrator or user names, addresses, telephone numbers, credit card or other information provided to Company in connection with the Service.  Customer acknowledges that Company’s performance of the Service may be delayed or disrupted by Customer’s failure to update such information in a timely manner and (subject to Section 8.5) Company is not liable for any damages caused to Customer in connection therewith.

2.3     Third Party Agreements. If Customer enters into this Agreement as an agent for the end user of the Service, Customer shall bind the end user to a written agreement containing terms and conditions similar in all material respects to those of this Agreement and shall make Company a third party beneficiary of that agreement.

2.4     Broadcasting.  Customer acknowledges that the Company has no responsibility for ensuring the Services or any products or results of the Services are suitable for broadcast in any media.

2.5     Registered Users and Account Information.  To the extent an individual authorised on behalf of Customer (each a “Registered User“) creates or is provided with a username and password to access the Service, such Registered User may not share its login or password with any third party, authorize any person or third party to use such login or password, or impersonate another person in their registration information when registering for the Service.  Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of Customer’s or the Registered User’s account.  Registered Users are responsible for all usage or activity on their PR Newswire account and maintaining the confidentiality of their passwords.  Registered Users shall immediately notify release@prnewswire.co.uk of any known or suspected unauthorised use(s) of their accounts, or any known or suspected breach of security.  Any failure to abide by these registration and security requirements or fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Customer or a Registered User’s account, at PR Newswire’s sole discretion, and PR Newswire may refer such Registered User to appropriate law enforcement authorities.

2.6      Data Protection.  Where Customer provides details of Registered Users and/or any other person to Company (“Personal Data“, as defined in relevant data protection legislation), Customer acknowledges that it has the rights to do so for the purposes and services set out in this Agreement, as provided from time to time, and Customer agrees that such use by Company shall not cause Company to be in breach of any applicable data protection legislation.  Where Company is processing the Personal Data on behalf of Customer as a data processor, unless agreed otherwise, Company shall only use the Personal Data for those purposes and services and pursuant to this Agreement and shall implement appropriate measures designed to protect the Personal Data processed in connection with the Services against loss, destruction, or unauthorized access.  Customer acknowledges that Company may export the Personal Data outside the European Economic Area and, if so, Company shall take steps to implement appropriate measures provide adequate protection of the Personal Data.  Company shall assist Customer with reasonable requests for assistance where Customer receives requests from the subjects of the Personal Data and/or where Customer requires Company to verify that it is providing a compliant service.

2.7     Third Party Sites.  To the extent applicable to Customer’s use of the Service, Customer shall comply with any third party website’s current terms of service and use (such as Twitter, Facebook, etc.), as such terms are set forth on such third party website or otherwise, and we encourage you to become familiar with such terms.

3. TERM

3.1     Agreement Term.  This Agreement shall be effective upon Company’s acceptance of the Order, and shall continue in effect until the expiration, cancellation or termination of the Service Term (as defined below).

3.2     Service Term: Term-Based Services.  With respect to Services that are to be provided for/over a specific period of time (e.g., packages, term-based projects and subscription services), the Service Term shall commence on the start date indicated in the Order (or, if no start date is indicated, upon Company’s acceptance of the Order, or as otherwise agreed by the parties), and shall remain in effect for the initial term set forth in the Order (the “Initial Term“), unless sooner terminated as provided for in the Agreement.  Except as otherwise provided in the Order, the Service Term shall automatically renew for consecutive one-year renewal periods (each, a “Renewal Period“) until cancelled or terminated in accordance with the terms hereof.  Except as otherwise provided in the Order, Customer may prevent the Service Term from renewing by sending written notice to Company not less than thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Period, as applicable.  The Initial Term together with all Renewal Periods shall be referred to as the “Service Term.”

3.3     Service Term: Non-Term-Based Services.  With respect to any Service for which no term is specified in the Order, the Service Term shall commence upon Company’s acceptance of the Order, and remain in effect until the Service has been rendered and payment of all amounts due in respect of the Service is received in full, unless sooner terminated as provided for in the Agreement.

4. FEES & PAYMENT TERMS

4.1     Payment Terms.  Customer shall pay all amounts owed to Company in respect of the Service, whether quoted as a set price (individually, or as part of a bundle or package) or based on Company’s rate card, including any applicable cancellation or other fees set forth in an Order or applicable Supplement to these General Terms & Conditions or otherwise agreed between Company and Customer (collectively, the “Fees“).  All Fees are exclusive of applicable taxes and, except as specifically provided herein, non-refundable.  Payment in full of the Fees and applicable taxes is due within thirty (30) days of the date of invoice.   Any amounts not paid by the date due are subject to interest at the lesser of (i) 1.5% per month; or (ii) the maximum rate permitted by law.  Customer shall reimburse Company for all legal fees and collection costs and expenses incurred in connection with enforcement of this Agreement, including collection of the Fees.  Company also reserves the right to impose a reasonable charge for any costs it may incur in connection with a regulatory request, court order or subpoena pertaining to Customer or Customer’s use of the Service and/or Customer’s business in general where Company is not a party to such action.

4.2     Quoted Pricing.  If the Order sets forth a specific monetary amount to be paid for the Service (or bundle or package of Services), the specified amount shall be subject to an annual increase equal to three percent (3%) plus any increase in the Retail Price Index published by the Office for National Statistics for the preceding calendar year.

4.3     Rate Card.  With respect to Customers that pay fees based on Company’s rate card, Company reserves the right to change its rate card for services at any time.

5. REPRESENTATIONS & WARRANTIES

5.1     Customer represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to grant the rights granted to Company hereunder; (ii) it will comply with all local and international laws, rules and regulations in connection with its use of the Service; and (iii) there exists no legal reason that Company should deny Service to Customer.

5.2     When ordering Distribution Services, Customer represents, warrants and covenants that (i) it has the right, power and authority to submit the Content to Company for distribution and to issue Releases; (ii) it has all of the necessary right, title and interest in and to the Content to grant the rights granted herein; (iii) it shall comply with all local and international laws, rules and regulations applicable to its use of the Distribution Services; (iii) it has obtained all of the authorizations and consents required in connection with its distribution lists; (iv) the Content will not contain any material that (a) is obscene or pornographic; (b) is libellous, slanderous, defamatory, or otherwise false, misleading or otherwise unlawful; or (c) violates any copyright, patent, trademark, trade secret or other proprietary right, right of privacy or publicity, or any other right of any individual or entity; and (v) it shall take commercially reasonable precautions to ensure that the Content will not contain any (a) computer virus, Trojan horse, trap door, back door, Easter egg, worm, time bomb, packet bomb, cancelbot, scripts, macros; (b) programs or links to macros, scripts, or programs; or (c)  other code that alters, destroys or inhibits the operation of, or infiltrates computer systems or data run through such computer systems.

5.3     WHEN ORDERING DISTRIBUTION SERVICES, CUSTOMER FURTHER REPRESENTS, WARRANTS AND COVENANTS THAT, IF ANY PART OF ITS BUSINESS INCLUDES ONLINE GAMBLING, GAMING OR LOTTERIES (COLLECTIVELY, “ONLINE GAMBLING BUSINESS”): (I) CUSTOMER SHALL CONDUCT ITS ONLINE GAMBLING BUSINESS IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS IN ALL APPLICABLE JURISDICTIONS (INCLUDING, WITHOUT LIMITATION, THE UK GAMBLING ACT 2005 AND ALL SUBORDINATE LEGISLATION MADE FROM TIME TO TIME UNDER IT (WHETHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT)); AND (II) CUSTOMER SHALL TAKE ALL NECESSARY MEASURES (INCLUDING, WITHOUT LIMITATION, ANY AND ALL TECHNOLOGICAL MEASURES, SUCH AS “GEO-FILTERING”) TO ENSURE THAT PERSONS RESIDING IN JURISDICTIONS WHOSE LAWS PROHIBIT THE PARTICIPATION IN ANY ONLINE GAMBLING, GAMING OR LOTTERIES, ARE UNABLE TO ACCESS ANY OF CUSTOMER’S WEBSITES (INCLUDING ANY PAGES OR MICROSITES) THAT OFFER ONLINE GAMBLING BUSINESS.

5.4     Company represents and warrants that (i) it has the right, power and authority to enter into this Agreement; (ii) it will comply with all international and local laws, rules and regulations applicable to Company’s business in connection with the provision of Services to Customer hereunder; and (iii) it will perform its obligations under the terms of this Agreement in accordance with applicable industry standards.

6. DISTRIBUTION SERVICES

6.1     Authorised Senders.  Only Authorised Senders may submit Content or issue Releases on Customer’s behalf.  Customer acknowledges that it is its responsibility to provide Company a current, accurate list of the names of its Authorised Senders, and all related contact information, at all times.

6.2     Contact Requirements.  For each Release, Customer shall indicate, in writing, (i) the name of the issuer of the Release (i.e., not the issuer’s agency), which name shall be displayed to the public as the source of the Release; and (ii) the name and phone number of the person responsible for responding to questions or requests for additional information by members of the media and other readers of the Release.

6.4     License.  By submitting Content to Company in connection with the Distribution Services, Customer grants to Company and its third party content distributors an irrevocable, worldwide, royalty-free, perpetual, transferable and sub-licensable right and license to reproduce, distribute, sublicense, translate, archive and create derivative works of the type created by a news release distribution business from any Content or Release.

6.5     Customer Acknowledgements.  Subject to Section 8.5, Customer acknowledges that (i) Customer’s failure to update the names of its Authorised Senders or any related contact information could result in delays in the issuance of Releases or the issuance of Releases by a person or persons no longer authorised by Customer; (ii) Company may, in its sole reasonable discretion and judgment, reject Content for any reason, or refuse or cease distribution of any Release or remove any Release, in each case if it determines that the Release is objectionable or may result in liability; (iii) Customer is solely responsible for the Content submitted by it or on its behalf;  (iv) Company does not verify that the Content complies with Section 5, or any other provision of this Agreement; (v) Company’s distribution lists may change from time to time, and, except as otherwise expressly specified in the Order, Company does not guarantee distribution of a Release to any specific distribution point; (vi) Company does not guarantee that any Release will be picked up by any website, media outlet or member of the media; (vii) that once distributed and viewable by the public, a Release may be publicly accessed, viewed and downloaded in perpetuity; (viii) Company has no responsibility or liability for the license terms of any Terms of Use, Terms of Service, or other terms or conditions of any social media site (such as Facebook, Twitter, YouTube and Pinterest) to which a Release is distributed; and (ix) under no circumstances will Company be liable for any Content.  As part of its performance of the Service, Company may process Content, including for the purposes of (i) incorporation of metatags, urls, beacons, logos, and copyright notices; (ii) formatting for distribution; and (iii) correction of typographical, spelling, and other non-substantive errors.  Company reserves the right to impose a processing fee for any Content that is not distributed after its submission to Company.

7. INDEMNIFICATION

7.1     SUBJECT TO SECTION 8.5, CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS AGENTS, PARENT, AFFILIATES, ASSIGNS, EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES, CONTRACTORS AND THIRD PARTY SUPPLIERS, LICENSORS AND DISTRIBUTORS FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY, COST AND EXPENSE (INCLUDING REASONABLE LEGAL FEES AND COSTS) INCURRED IN CONNECTION WITH OR ARISING OUT OF THE NATURE OR CONTENTS OF THE CUSTOMER’S CONTENT.  

7.2     COMPANY SHALL PROMPTLY NOTIFY CUSTOMER OF ANY INDEMNIFIED CLAIM OR ACTION; PROVIDED HOWEVER THAT, COMPANY’S FAILURE OR DELAY TO NOTIFY CUSTOMER OF AN INDEMNIFIED CLAIM OR ACTION SHALL ONLY RELIEVE CUSTOMER OF ITS OBLIGATION TO INDEMNIFY COMPANY TO THE EXTENT THAT CUSTOMER IS PREJUDICED THEREBY.  CUSTOMER SHALL NOT HAVE THE RIGHT TO ENTER INTO ANY SETTLEMENT THAT ADVERSELY AFFECTS COMPANY’S RIGHTS OR INTERESTS WITHOUT COMPANY’S PRIOR SIGNED WRITTEN CONSENT.

8. DISCLAIMER & LIMITATION OF LIABILITY

8.1     Company will promptly correct any error or defect in the Service or, if Company determines in its sole judgment that correction is commercially impracticable, Company may provide a refund to Customer for the affected portion of the Service, which correction or refund shall constitute Customer’s sole and exclusive remedy and (subject to Section 8.5) Company’s sole liability for any error or defect in the Service.

8.2      (i) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT WARRANT THAT THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, WILL BE DELIVERED ERROR-FREE OR WITHOUT DEFECT (INCLUDING ERRORS OF OMISSION, OR INTERRUPTIONS, DELAYS OR OTHER TIMING ERRORS), WHETHER HUMAN OR MECHANICAL. 

           (ii) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” AND COMPANY DISCLAIMS AND EXCLUDES ALL WARRANTIES (WHETHER EXPRESS OR IMPLIED), CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW, INCLUDING ANY IMPLIED WARRANTIES, CONDITIONS AND TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY FOR PRINT OR BROADCAST.

8.3     SUBJECT TO SECTIONS 8.4 and 8.5, COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS OR ACTIONS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS OR ACTIONS BASED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY CUSTOMER ALLOCABLE TO THE SERVICE GIVING RISE TO THE CLAIM(S) OR ACTION(S); PROVIDED THAT, FOR A SUBSCRIPTION OR PROJECT-BASED SERVICE, COMPANY’S LIABILITY SHALL BE LIMITED TO THE FEES PAID FOR THE IMPLICATED SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM(S) OR ACTION(S).

8.4    SUBJECT TO SECTION 8.5, IN NO EVENT SHALL COMPANY BE LIABLE TO OR THROUGH CUSTOMER (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE; OR (ii) FOR LOSS OF ACTUAL OR ANTICIPATED PROFITS OR LOSS OF USE, EVEN IF COMPANY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR EXPENSE; OR (iii) FOR LOSS OF BUSINESS OR BUSINESS REVENUE; OR (iv) FOR LOSS OF OPPORTUNITY OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, ANY ACT OR OMISSION OF COMPANY RELATING THERETO, OR CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY WORK PRODUCT OR DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR ARISING FROM ANY OTHER CAUSE WHATSOEVER. 

8.5     Nothing in this Agreement excludes or limits Company’s liability for any fraud or fraudulent misrepresentation, death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable) or other liability that, by law, cannot be excluded or limited.

9. SUSPENSION & TERMINATION

9.1     Company may suspend its performance under this Agreement, in whole or in part, immediately on notice, without liability to Customer, if Customer materially breaches this Agreement.  Company will resume performance as soon as commercially practicable upon Customer’s cure of the breach.  Company may, immediately on notice, without liability to Customer, terminate this Agreement, in whole or in part, if Customer (i) fails to cure a material breach of this Agreement within ten (10) days of notice; (ii) undergoes a change of control, including by merger, acquisition, corporate reorganization, sale of all or substantially all of its assets or otherwise; or (iii) is affected by a change in its ability to direct its affairs or insolvency event, or is unable to pay its debts when due; provided that, if Company terminates the Agreement, in whole or in part, pursuant to (ii) or (iii), Company will provide a refund to Customer for the unused portion of the Service, which refund shall constitute Customer’s sole and exclusive remedy (subject to Section 8.5) and Company’s sole liability for the termination of the Agreement.  Customer acknowledges that failure to pay the Fees when due shall be deemed a material breach of this Agreement.

9.2     Termination, expiration or cancellation of this Agreement for any reason shall not release either party from any obligation or terminate any right under this Agreement which, by its nature, is intended to survive, including the payment obligations under Section 4.

10. FORCE MAJEURE

Company shall not be liable to or through Customer for delays or inability to perform due to circumstances beyond its reasonable control, including fire, flood, explosion, severe weather, acts of God, acts of terrorism, civic commotion, acts of government (including the request or actions of any local, international regulatory agency, any national securities exchange, or by any professional regulatory organizations such as the UK Financial Regulation Authority or Prudential Regulatory Authority), acts or omissions of third parties, strikes or labour disputes, failure or unavailability of communications infrastructure (including, but not limited to, networks, carriers, and internet and satellite providers), and system malfunctions.

11. MISCELLANEOUS

This Agreement supersedes all prior proposals, negotiations, representations, agreements and understandings between the parties, including those contained in any confidentiality agreements, and all terms and conditions contained in any Customer-provided purchase orders, and constitutes the complete and exclusive agreement between Customer and Company regarding the subject matter hereof, and the Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf  of the Company which is not set out in this Agreement.  Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for Customer’s convenience in record keeping, and no such reference or the provision of Services to Customer shall be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or other Customer-provided documentation.  Any such associated terms and conditions shall be of no force and effect, and shall not in any way be deemed to amend, modify, supersede, alter or supplement this Agreement. If there is any inconsistency between the terms and conditions of these General Terms & Conditions and those of a Supplement and/or an Order, the Supplement and/or Order, as applicable, shall control, unless specifically set forth therein to the contrary.  Except as expressly provided herein (i) this Agreement shall not be construed to grant Customer any right to resell or redistribute access to the Service, or any work product or data provided in connection with the Service, as any and all rights not specifically granted herein to Customer are expressly reserved by Company; (ii) these General Terms & Conditions and any applicable Supplements may be amended, modified, superseded or terminated, and their terms or conditions may be waived, only in a writing signed by duly authorised representatives of the parties; (iii) the rights and remedies set forth in this Agreement are cumulative and are in addition to and may modify, but are not in substitution for those provided in law and equity; and (iv) there are no third party beneficiaries of this Agreement.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and the invalid or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties to the maximum extent enforceable under applicable law.  In this Agreement (i) “or” connotes any combination of all or any of the items listed; (ii) where “including,” or “include” is used to refer to an example or begins a list of items, such example or items shall not be exclusive; (iii) “herein,” “hereof,” “hereunder,” “hereto” and similar terms refer to this Agreement as a whole and not merely to the specific document, section, paragraph or clause in which the respective word appears; (iv) any defined terms may, unless the context otherwise requires, be used in the singular or the plural; and (v) section headings are inserted for reference only and are not a part of this Agreement.  Any attempt by Customer to assign or otherwise transfer its rights or obligations hereunder without the prior written consent of Company shall be void.  Customer agrees that Company may refer to it as a customer in its marketing materials and other promotional efforts (online or offline).  Any notice by Customer alleging a breach or dispute arising hereunder, and any other notice required hereunder (including, an notice of non-renewal) shall be sent by confirmed e-mail to Customer’s Company sales representative, with a confirmation copy sent in writing and delivered by hand or by an overnight carrier with proof of delivery, to PR Newswire Association LLC, 350 Hudson Street, Suite 300, New York, New York 10014, Attn: Legal Department.  All other notices in connection with this Agreement may be given by e-mail.  No term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person who is not a party to it (except as expressly stated otherwise in this Agreement).  This Agreement shall be governed and construed in accordance with the laws of Portugal and the parties irrevocably submit to the exclusive jurisdiction of the courts of Portugal.

[Rev. January 2019]

END OF GENERAL TERMS & CONDITIONS

GDPR CUSTOMER ADDENDUM

1. VARIATION

1.1     The parties agree that the Agreement (as defined below) shall be varied to include this Addendum.

1.2     In the event of any conflict between the provisions of the Agreement and the provisions of this Addendum, the provisions of this Addendum shall take precedence.

2     DEFINITIONS AND INTERPRETATION

2.1     Save as otherwise defined below, defined terms in this Addendum shall have the meaning given to them in the Agreement.

2.2     In this Addendum, the following terms shall have the meanings set out below:

2.2.1      “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, and “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;

2.2.2      “Agreement” means any agreement entered into between Customer and Company in relation to the provision of the Services;

2.2.3      “Applicable Laws” means the laws and regulations of any Member State of the European Union or the laws of the European Union applicable to the parties and any other applicable law, including but not limited to the Data Protection Legislation and the Privacy Legislation;

2.2.4      “Company Data” has the meaning given to it in the Agreement, if any;

2.2.5      “Company Personal Data” means any Personal Data included Company Data (as applicable), as are provided to the Customer under the Agreement and as further specified in Part I of Annex I to this Addendum;

2.2.6      “Customer Personal Data” means any Personal Data included in Client Data or Customer Data (as applicable), as are provided to the Company under the Agreement and as further specified in Part II of Annex I to this Addendum;

2.2.7      “Data Protection Legislation” means (i) the EU Data Protection Directive (95/46/EC) as transposed into domestic legislation of each Member State as amended, replaced or superseded from time to time including by the GDPR and laws implementing or supplementing the GDPR; and (ii) to the extent applicable, the data protection laws of any other country, including the United Kingdom if and when the United Kingdom ceases to be a Member State;

2.2.8      “Data Controller” has the meaning set out in the GDPR;

2.2.9      “Data Processor” has the meaning set out in the GDPR;

2.2.10     “Data Subject” has the meaning set out in the GDPR;

2.2.11      “e-Privacy Legislation” means (i) the EU Privacy and Electronic Communications Directive (2002/58/EC) as transposed into domestic legislation of each Member State as amended, replaced or superseded from time to time; and (ii) to the extent applicable, the privacy laws of any other country, including the United Kingdom if and when the United Kingdom ceases to be a Member State;

2.2.12      “GDPR” means General Data Protection Regulation ((EU) 2016/679);

2.2.13      “Joint Controller” has the meaning set out in the GDPR;

2.2.14      “Personal Data” has the meaning set out in the GDPR;

2.2.15      “Personal Data Breach” has the meaning set out in the GDPR;

2.2.16      “Restricted Transfer” means a transfer of Personal Data from the Data Controller to the Data Processor, or from the Data Processor to a Sub-Processor, or from the Data Controller to another Data Controller, where such transfer would, in the absence of Standard Contractual Clauses, be prohibited by Data Protection Legislation;

2.2.17      “Services” means the on-demand relationship management platform and services that are subscribed to by Customer, as further described in the Agreement;

2.2.18      “Standard Controller to Controller Contractual Clauses” means the standard contractual clauses at Schedule 2 to this Addendum;

2.2.19      “Standard Controller to Processor Contractual Clauses” means the standard contractual clauses at Schedule 1 to this Addendum;

2.2.20       “Sub-processor” means any person appointed by or on behalf of the Data Processor to process Personal Data on behalf of the Data Controller in connection with the Agreement.

3      DATA PROTECTION – GENERAL

3.1     Both parties will comply with all requirements of the Data Protection Legislation applicable to their role as Data Processor or Data Controller, as applicable. This Addendum is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

4     CUSTOMER PERSONAL DATA

4.1     The parties acknowledge that for the purposes of the Data Protection Legislation and this Addendum the Customer is the Data Controller and the Company is the Data Processor in respect of Customer Personal Data.

4.2     The obligations contained in this Addendum shall apply to any Affiliate of the Company who processes data under the Agreement.

4.3     Annex I sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of Personal Data and categories of Data Subject.

4.4     Without prejudice to the generality of clause 4.1, the Customer will ensure that it is lawful to enable the transfer of the Customer Personal Data to the Company for the duration and for the purposes of the Agreement.

4.5     Without prejudice to the generality of clause 4.1, the Company shall, in relation to any Customer Personal Data processed in connection with the performance by the Company of its rights and obligations under the Agreement:

4.5.1     process that Customer Personal Data only on the written instructions of Customer, including but not limited to any instructions contained in any Agreement unless the Company is obliged to process such Personal Data by the Applicable Laws. Where the Company is relying on the Applicable Laws as the basis for processing Customer Personal Data, the Company shall, insofar as is permissible under such Applicable laws, promptly notify the Customer of its obligations before performing the processing required by the Applicable Laws;

4.5.2     ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, such as are 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 (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). The Company shall make available details of these technical and organisation measures on its website;

4.5.3     take all reasonable steps to ensure the reliability of all personnel who have access to and/or process Customer Personal Data and shall ensure that all such personnel are obliged to keep the Customer Personal Data confidential and that access to Personal Data is limited to those individuals who need to have access to Customer Personal Data for the purposes of the Agreement and to comply with Applicable Laws;

4.5.4     be bound by the Standard Controller to Processor Contractual Clauses, which are hereby incorporated into this Addendum, in respect of any Restricted Transfer of Customer Personal Data from the Customer to the Company. Such Standard Controller to  Processor  Contractual  Clauses  shall  come  into  effect  upon  the commencement of the relevant Restricted Transfer;

4.5.5     shall not otherwise enter into any Restricted Transfer unless the prior written consent of the Customer has been obtained and the Standard Controller to Processor Contractual Clauses are used in relation to such transfer;

4.5.6     notify the Customer without undue delay on becoming aware of a Personal Data Breach involving Customer Personal Data or upon receipt of a request or complaint from a Data Subject involving Customer Personal Data;

4.5.7     assist the Customer, at the Customer’s cost (save where such assistance is required as a result of a breach by the Company of its obligations under this Addendum and/or the Agreement in which case such costs will be borne by the Company), in responding to any request from a Data Subject (but shall not respond to any such request without the Customer’s prior written consent, unless otherwise required by the Data Protection Legislation)and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and

4.5.8     within one month of termination of the Agreement, at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer unless required by Applicable Law to store the Customer Personal Data.

4.6     The Company shall maintain complete and accurate records and information (“Records”) to demonstrate its compliance with this Addendum and will allow the Customer by its own personnel or by an independent auditor, who executes Customer’s standard non-disclosure agreement, to access all such Records during the term of the Agreement and for one year after termination provided:

4.6.1     any such access for the purposes of auditing or otherwise inspecting the Records shall be on not less than thirty (30) days written notice at any time during normal business hours and not more than once during any twelve (12) month period unless:

4.6.1.1     the Customer has reasonable grounds to suspect that a Personal Data Breach has occurred involving Customer Personal Data; or

4.6.1.2     the Customer is required or requested to carry out an audit by Data Protection Legislation or a regulatory authority responsible for the enforcement of Data Protection Legislation in any country; and

4.6.2     the Customer shall make (and shall ensure that any independent auditor makes) reasonable endeavours to avoid causing any damage, injury or disruption to the Company’s premises, equipment, personnel and business during the audit;

4.6.3     the Customer shall submit a detailed audit plan to the Company upon giving notice of an audit, setting out details of the proposed scope and duration of the audit, such audit plan to be agreed between the parties (acting reasonably);

4.6.4     if the scope of the requested audit has been addressed in an audit carried out by a recognised independent third party auditor within twelve (12) months of the Customer’s request, and the Company provides written confirmation that there have been no material changes in the controls and systems to be audited, the Customer agrees to accept that audit report in lieu of carrying out its own audit; and

4.6.5      the Customer shall bear the costs of the audit, save where the Company is found to be in breach of its obligations under this Addendum in which case the Company will bear the cost of the audit.

4.7     The Customer hereby consents to the Company appointing Sub-Processors in connection with the provision of the Services. The Company shall make available on its website a list of current Sub-Processors and shall notify the Customer via its website when a Sub-processor is replaced or added to this list. Upon notification, the Customer shall have 10 days to object to the appointment of the new Sub-processor. If the Customer objects on reasonable grounds, the Customer shall have the right to terminate the Agreement immediately on notice.

4.8     The Company confirms that it has entered or (as the case may be) will enter with any appointed Sub-Processor into a written agreement incorporating terms which are substantially similar to those set out in this Addendum. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to clause 4.7.

4.9     The Company may, at any time on not less than 30 days’ notice, revise this Addendum by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.

5     COMPANY PERSONAL DATA

5.1     The parties acknowledge that for the purposes of the Data Protection Legislation and this Addendum, the Company and the Customer are Joint Controllers in respect of Company Personal Data.

5.2     Without prejudice to the generality of clause 5.1, the Customer shall, in relation to any Company Personal Data processed in connection with the performance by the Customer of its rights and obligations under the Agreement:

5.2.1     process the Company Personal Data only in accordance with the provisions of the Agreement and this Addendum;

5.2.2     ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Company Personal Data and against accidental loss or destruction of, or damage to, Company Personal Data, such as are 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 (those measures may include, where appropriate, pseudonymising and encrypting Company Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Company Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). The Customer shall make available details of these technical and organisation measures to Company upon Company’s request;

5.2.3     take all reasonable steps to ensure the reliability of all personnel who have access to and/or process Company Personal Data and shall ensure that all such personnel are obliged to keep the Company Personal Data confidential and that access to Company Personal Data is limited to those individuals who need to have access to Company Personal Data for the purposes of the Agreement and to comply with Applicable Laws;

5.2.4     be bound by the Standard Controller to Controller Contractual Clauses, which are hereby incorporated into this Addendum, in respect of any Restricted Transfer of Company Personal Data from the Company to the Customer. Such Controller to Controller Standard Contractual Clauses shall come into effect upon the commencement of the relevant Restricted Transfer;

5.2.5     notify the Company without undue delay on becoming aware of a Personal Data Breach involving Company Personal Data or upon receipt of a request or complaint from a Data Subject involving Company Personal Data;

5.2.6     assist the Company, at the Company’s cost (save where such assistance is required as a result of a breach by the Customer of its obligations under this Addendum and/or the Agreement in which case such costs will be borne by the Customer), in responding to any request from a Data Subject which relates to the Company’s processing of Company Personal Data (but shall not respond to any such request without the Company’s prior written consent, unless otherwise agreed between the parties or required by the Data Protection Legislation) and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

5.2.7     subject to clause 5.2.5, respond to any request or complaint from a Data Subject which relates to the Customer’s own use of Company Personal Data;

5.2.8     carry out any step reasonably required by Company in order to ensure its compliance with the Data Protection Legislation and/or the Agreement; and

5.2.9     upon termination of the Agreement, delete or return Company Personal Data in accordance with the Agreement, unless required by Applicable Law to store the Company Personal Data.

5.3     The parties agree that, in relation to any Company Personal Data, the Company shall

5.3.1     be responsible for providing any Data Subjects with any information required under the Data Protection Legislation; and

5.3.2     subject to the Customer complying with its obligations set out in clauses 5.2.5 and 5.2.6 above, be responsible for responding to any requests or complaints from Data Subjects which relate to the Company’s processing of Company Personal Data, unless otherwise agreed between the parties.

If and to the extent that Customer holds any Personal Data in relation to a Data Subject identified in Company Personal Data but where such Personal Data is not Company Personal Data (“Additional Data”), Customer will be responsible for compliance with all applicable Data Protection Legislation in respect of such Additional Data.

6     WARRANTIES AND INDEMNITIES

6.1     The parties warrant that they will comply with the obligations contained in this Addendum.

6.2     The Customer warrants that it will comply with all Applicable Laws in its use of the Services.

6.3     Each party hereby indemnifies and shall keep indemnified the other party against any and all losses, damages, liabilities, claims, penalties, fines, awards, costs and expenses (including reasonable legal fees) caused by any breach of the warranties contained in this Addendum.

6.4     The Company’s liability under the indemnity contained in clause 6.3 shall be subject to the limitation of liability contained in the Agreement.

6.5     In the event of a breach by the Customer of the warranty contained in clause 6.2, in addition to any other rights it may have under this Addendum or the Agreement, the Company shall be entitled to terminate the Agreement upon immediate notice.

6.6     Each party warrants that it has full power and authority to enter into this Addendum and the Company warrants that it has full power and authority to bind the data importer (as defined in the Standard Controller to Processor Contractual Clauses) to the terms of those clauses.

ANNEX I

PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Part I: Company Data

Nature and Purpose of processing	Customer may process Company Data as necessary to receive the Services and comply with its obligations under the Agreement.
Duration of the processing	Subject to clause 5.2.8, Customer may process Company Data for the duration of the Agreement, unless otherwise agreed by the parties.
Types of personal data	Name, title, email address, business phone number, mobile phone number, employer, social media handles
Categories of data subject	Individual media contacts including journalists and other media ‘influencers’, analysts, politicians, government officials or representatives

Part II: Customer Data

Nature and Purpose of processing	Company may process Customer Personal Data as necessary to perform the Services and comply with its obligations under the Agreement.
Duration of the processing	Subject to clause 4.5.8, Company may process Customer Data for the duration of the Agreement, unless otherwise agreed by the parties.
Types of personal data	Name, title, email address, business phone number, mobile phone number, social media handles
Categories of data subject	Customer’s users of the Company’s services; individual media, political, financial analyst, customer shareholder and advisor contacts provided by Customer

SCHEDULE 1

STANDARD CONTROLLER TO PROCESSOR CONTRACTUAL CLAUSES

Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

The data exporter is: the Customer

The data importer is: Cision Portugal or any other Company Affiliate which imports data under the Agreement

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Background

The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.

 

 

Clause 1

Definitions

For the purposes of the Clauses:

(a)     ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning  as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b)      ‘the data exporter’ means the controller who transfers the personal data;

(c)      ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d)      ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any  other  subprocessor  of  the  data  importer  personal  data  exclusively  intended  for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e)      ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f)      ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1.    The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2.    The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3.    The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4.    The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a)      that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b)      that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c)      that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d)      that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e)      that it will ensure compliance with the security measures;

(f)      that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g)      to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h)      to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i)      that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j)      that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a)      to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)      that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c)      that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d)      that it will promptly notify the data exporter about:

(i)      any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii)      any accidental or unauthorised access, and

(iii)      any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e)      to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)      at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g)      to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h)      that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i)      that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j)      to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1.    The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2.    If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

1.    If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

 

 

Mediation and jurisdiction

1.    The data importer agrees that if the data subject invokes against its third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a)      to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b)      to refer the dispute to the courts in the Member State in which the data exporter is established.

1.    The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1.    The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2.    The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3.    The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1.    The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
2.    The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3.    The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4.    The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1.    The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2.    The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

APPENDIX 1 TO THE STANDARD CONTROLLER TO PROCESSOR CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix

Data exporter

The data exporter is:

The Customer

Data importer

The data importer is:

Cision Portugal or any other Company Affiliate to which imports data under the Agreement

Data subjects

The personal data transferred concern the following categories of data subjects:

Customer’s users of the Company’s services; individual media contacts including journalists and other media ‘influencers’, political, financial analyst, customer shareholder and advisor contacts provided by Customer

Categories of data

The personal data transferred concern the following categories of data:

Name, title, email address, business phone number, mobile phone number, social media handles.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: Not applicable.

Processing operations

The personal data transferred will be subject to the following basic processing activities:

Company may process Customer Data as necessary to perform the Services and comply with its obligations under the Agreement.

APPENDIX 2 TO THE CONTROLLER TO PROCESSOR STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses.

Description  of  the  technical  and  organisational  security  measures  implemented  by  the  data importer in accordance with Clauses 4(d) and 5(c):

See www.cision.com and/or www.cision.pt

SCHEDULE 2

STANDARD CONTROLLER TO CONTROLLER CONTRACTUAL CLAUSES

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

Data transfer agreement

Between

The Company

(hereinafter the data exporter)

and

The Customer

(hereinafter data importer)

each a party; together the parties.

DEFINITIONS

For the purposes of the clauses:

(a)      personal data, special categories of data/sensitive data, process/processing, controller, processor, data subject and supervisory authority/authority shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby the authority shall mean the competent data protection authority in the territory in which the data exporter is established);

(b)      the data exporter shall mean the controller who transfers the personal data;

(c)      the data importer shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

(d)      clauses shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

1.  OBLIGATIONS OF THE DATA EXPORTER

The data exporter warrants and undertakes that:

(a)      The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

(b)      It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

(c)      It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

(d)      It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

(e)      It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause 3, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

2. OBLIGATIONS OF THE DATA IMPORTER

The data importer warrants and undertakes that:

(a)      It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

(b)      It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data.  Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

(c)      It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

(d)      It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

(e)  It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause 1(e).

(f)      At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause 3(which may include insurance coverage).

(g)      Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

(h)      It will process the personal data, at its option, in accordance with:

(i)      the data protection laws of the country in which the data exporter  is established, or

(ii)      the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or

(iii)      the data processing principles set forth in Annex A.

Data importer to indicate which option it selects:

(i)  the data protection laws of the country in which the data exporter is established.

(i)      It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

(i)      the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

(ii)      the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

(iii)      data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

(iv)      with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer.

3. LIABILITY AND THIRD PARTY RIGHTS

(a)      Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

(b)      The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses clause 1(b), clause 1(d), clause 1(e), clause 2(a), clause 2(c), clause 2(d), clause 2(e), clause 2(h), clause 2(i), clause 3(a), clause 5, clause 6(d)and clause 7 against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

4. LAW APPLICABLE TO THE CLAUSES

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause 2(h) which shall apply only if so selected by the data importer under that clause.

5.  RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE AUTHORITY

(a)      In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

(b)      The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c)      Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

6. TERMINATION

(a)      In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

(b)      In the event that:

(i)      the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to clause 6(a);

(ii)      compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

(iii)      the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

(iv)      a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

(v)      a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law;  a winding up order is made; a receiver is appointed over any of its assets; a  trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by clause 6(b)(i), clause 6(b)(ii), or clause 6(b)(iv) above the data importer may also terminate these clauses.

(c)      Either party may terminate these clauses if

(i)      any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or

(ii)      Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

(d)      The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause 6(c) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

7.  VARIATION OF THESE CLAUSES

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

8. DESCRIPTION OF THE TRANSFER

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause 1(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

Annex A.

DATA PROCESSING PRINCIPLES

1.     Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.
2.     Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
3.     Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.
4.     Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
5.     Rights of access, rectification, deletion  and  objection: As  provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
6.     Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause 2.
7.     Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.
8.     Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

(a)      (i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and

(ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

or

(b)      where otherwise provided by the law of the data exporter.

Annex B.

DESCRIPTION OF THE TRANSFER

Data subjects

The personal data transferred concern the following categories of data subjects:

Individual media contacts including journalists and other media ‘influencers’, analysts, politicians, government officials or representatives

Purposes of the transfer(s)

The transfer is made for the following purposes:

Customer may process Company Data as necessary to receive the Services and comply with its obligations under the Agreement.

Categories of data

The personal data transferred concern the following categories of data:

Name, title, email address, business phone number, mobile phone number, employer, social media handles

Recipients

The personal  data  transferred  may  be  disclosed  only  to  the  following  recipients  or categories of recipients:

Customer’s authorised users (under the Agreement).