Terms and Conditions
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
“Applicable Laws”
all applicable laws, statutes, regulations and standards applying to the person or circumstances in question, including standards imposed by or notices issued by any governmental or regulatory authorities and all generally applicable industry standards, including those attributable to self-regulation.
"Business Day"
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1 “Business Hours”
2 the period from 9.00am to 5.00pm on any Business Day.
"Charges"
the sums payable for the Services as set out in the Proposal and to be made in accordance with clause 8.1.
“Client”
the person, firm or company specified in the Proposal who purchases the Services from the Supplier.
"Conditions"
these terms and conditions as amended from time to time in accordance with clause 14.5.
“Content”
the social media post and content prepared by the Supplier as part of the Services, in accordance with the Proposal and the Strategy Document.
“Contract”
the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.
"Control"
has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures”
3 as defined in the Data Protection Legislation.
4 “Data Protection Legislation”
the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
"Deliverables"
the deliverables set out in the Proposal, including (without limitation) the Strategy Document, the Content and any Publication.
"Intellectual Property Rights"
patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Proposal”
5 the initial quotation and description or specification of the proposed Services provided in writing by the Supplier to the Client.
“Publication”
any publication of the Content by the Supplier on the Client’s Social Media Accounts, subject to obtaining the Client’s approval in accordance with clauses 5.1 and 5.2.
"Services"
the social media services, including the Deliverables, supplied by the Supplier to the Client as set out in the Proposal and any other services as may be agreed in writing between the parties.
“Social Media Accounts”
the Client’s social media accounts which the Supplier shall be permitted to access and use for the duration of the Term for the purpose of providing the Services.
“Social Media Platform”
has the meaning given in clause 3.6.
“Strategy Document”
the strategy document prepared by the Supplier and supplied to the Client setting out the various options for the Content.
"Supplier"
Reeve Social Media Ltd, a company registered and incorporated in England and Wales with company number 12859541 whose registered office is at Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich NR7 0HR.
“Term”
the term of the Contract as set out in the Proposal or as otherwise agreed between the Client and the Supplier in writing.
“UK Data Protection Legislation”
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1.2 Interpretation:
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email but not fax.
2. Basis of contract
2.1 The Proposal constitutes an offer by the Supplier to provide the Services in accordance with these Conditions.
2.2 The Proposal shall be deemed to be accepted when the Client issues written acceptance of the Proposal at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues, website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Client in accordance with the Proposal in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier reserves the right to amend the Proposal and/or the Services if necessary to comply with any Applicable Law, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
3.4 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 The Supplier makes no guarantee or warranty in respect of the viewership of the Publication (including, without limitation, the number or quality of those who view a Publication) or that the Services will result in any specific outcome for the Client.
3.6 The Client acknowledges and agrees that the Services are dependent on the technical operation of the social media platforms on which the Client has its Social Media Accounts (the “Social Media Platforms”). Accordingly, the Client cannot guarantee or warrant that any Publication or any other part of the Services will perform in a particular way on the Social Media Platform(s) (including, without limitation, in respect of ranking or placing of the Publications). The Supplier shall not be liable for any variation to the terms of business, any algorithm or otherwise in respect of the Social Media Platform.
4. Client's obligations
4.1 The Client shall:
4.1.1 ensure that the information contained in the Proposal and Strategy Document is complete, accurate and not misleading;
4.1.2 co-operate with the Supplier in all matters relating to the Services;
4.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Client's Social Media Account(s) as reasonably required by the Supplier to provide the Services;
4.1.4 promptly provide the Supplier with such images, information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.6 comply with all Applicable Laws; and
4.1.7 comply with any additional obligations as set out in the Proposal.
4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
4.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;
4.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
5. PUBLISHING ON SOCIAL MEDIA ACCOUNTS
5.1 The Supplier shall seek the Client’s approval of the Content before any Publication and the Client may give approval for one or more items of Content at any one time.
5.2 If the Client fails to provide approval under clause 5.1 within 5 Business Days, the Supplier may (at its option):
5.2.1 proceed with any Publication(s) necessary for it to meet its obligations under the Contract (including, without limitation, the Proposal and/or the Strategy Document); or
5.2.2 not proceed with the Publication(s), in which case the Supplier shall not be liable for failure to provide the Services under the Contract.
5.3 The Client shall remain responsible for ensuring that the Content and/or any other materials provided by the Client, or any part of it or them, does not:
5.3.1 infringe any Applicable Laws;
5.3.2 infringe any third party rights (including, without limitation, the Intellectual Property Rights of any third party); or
5.3.3 incorporate material which is obscene, indecent, pornographic, seditious, offensive, defamatory, illegal or unlawful, threatening, liable to incite racial hatred, menacing, blasphemous or is otherwise inappropriate,
and any such Content or other materials provided by the Client shall be deemed ("Inappropriate Content"). For the avoidance of doubt, the Client shall be liable for any images, information and other materials provided to the Supplier in accordance with clause 4.1.4 that are subsequently deemed Inappropriate Content.
5.4 The Supplier shall not be responsible for verifying the accuracy, completeness or lawfulness of any of the Content or any other materials provided by the Client in connection with the Services (whether before, on or after any Publication).
5.5 Unless otherwise set out in the Proposal or elsewhere in these Conditions, the Client acknowledges that it remains solely responsible for any Publication that it has approved, or failed to approve in accordance with clause 5.2, and that the Client shall grant the Supplier any necessary access to the relevant server and Social Media Accounts in order for the Supplier to conduct any Publication.
5.6 The Client acknowledges that the Supplier has no control over any other content placed on the Social Media Accounts and shall not monitor, and is not responsible for monitoring, the content on any of the Social Media Accounts (unless otherwise set out in the Proposal).
5.7 The Client shall notify the Supplier promptly if it becomes aware of any allegation or suggestion that any Content or Publication may constitute be Inappropriate Content.
5.8 The Client shall notify the Supplier as soon as reasonably practicable on discovering that service to any of the Social Media Accounts has been interrupted.
5.9 The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:
5.9.1 any breach of, or non-compliance with, the Contract by the Client; or
5.9.2 any allegation or claim that the Content constitutes Inappropriate Content.
6. PROJECT MANAGEMENT
6.1 Each party shall appoint a member of its personnel who shall:
6.1.1 be responsible for providing professional and prompt liaison with the other party; and
6.1.2 have the necessary expertise and authority to commit the relevant party,
and shall be referred to as the “Supplier Contact” or the “Client Contact” (as the case may be) and whose name and contact details are set out in the Proposal.
7. CHANGES TO THE SERVICES
In the event that the Client wishes to alter, vary or add to the Services (the “Proposed Variation”), the Client must contact the Supplier in writing as soon as possible, setting out sufficient details of the Proposed Variation. As soon as practicable following receipt, the Supplier will give notice to the Client whether the Proposed Variation would result in any changes to the Charges, the time of supply of the Services or the Proposal. The Client will confirm within 5 Business Days of receipt of such notice if it wishes to proceed on the basis of the changes to the Charges, timings or Proposal and if so, this agreement will be varied accordingly. If the Client does not agree to the changes, the Supplier shall continue to provide the Services without the relevant Proposed Variation.
8. Charges and payment
8.1 The Client shall pay the Charges:
8.1.1 in advance of the Supplier providing the Services, unless otherwise set out in the Proposal or agreed in writing between the parties; and
8.1.2 in full, cleared and immediately available funds.
8.2 The Supplier shall not be obliged to commence provision of the Services until the Charges have been received by the Supplier in accordance with clause 8.1.
8.3 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8.4 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 12, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.5 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Intellectual property rights
9.1 Subject to full payment of the Charges in accordance with clause 8.1, all Intellectual Property Rights arising out of or in connection with the Deliverables shall be owned by the Client.
9.2 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, modify and use any of the Deliverables and/or any other materials provided by the Client for the purpose of preparing promotional material or otherwise promoting the Supplier’s services on its website or elsewhere, provided that such licence will not permit the Supplier to disclose any confidential information belonging to the Client.
10. Data protection
10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Supplier is the Processor.
10.3 Without prejudice to the generality of clause 10.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Client for the duration and purposes of this Contract.
10.4 Without prejudice to the generality of clause 10.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Contract:
10.4.1 process that Personal Data only on the documented written instructions of the Client unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Client;
10.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to 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);
10.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
10.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
a) the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
b) the data subject has enforceable rights and effective legal remedies;
c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
d) the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
10.4.5 assist the Client, at the Client’s cost, in responding to any request from a Data Subject 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;
10.4.6 notify the Client without undue delay on becoming aware of a Personal Data Breach;
10.4.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the Personal Data; and
10.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 10.4.
10.5 The Client consents to the Supplier (at the Supplier’s discretion) appointing any third party processor of Personal Data under this Contract.
11. Limitation of liability
11.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
11.1.1death or personal injury caused by negligence; and
11.1.2 fraud or fraudulent misrepresentation.
11.2 Subject to clause 11.1, this clause 11.2 sets out the types of loss that are wholly excluded under the Contract:
11.2.1 loss of profits.
11.2.2 loss of sales or business.
11.2.3 loss of agreements or contracts.
11.2.4 loss of anticipated savings.
11.2.5 loss of use or corruption of software, data or information.
11.2.6 loss of or damage to goodwill; and
11.2.7 indirect or consequential loss.
11.3 Subject to clauses 11.1 and 11.2, the Supplier’s total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under on in connection with the Contract shall be limited to the aggregate sum of the Charges paid to the Supplier under the Contract.
11.4 This clause 11 shall survive termination of the Contract.
12. TERM and Termination
12.1 The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with the provisions of clauses 12.2 to 12.4 (inclusive), for the Term. Upon expiry of the Term, the Contract shall terminate automatically without notice.
12.2 Without affecting any other right or remedy available to it, if the Term is six months or longer, either party may terminate the Contract by giving the other party three months' prior written notice, such notice to expire on or after the expiry of the six month period.
12.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
12.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by Proposal of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.3.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:
12.4.1the Client fails to pay any amount due under the Contract on the due date for payment; or
12.4.2 there is a change of control of the Client.
12.5 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if:
12.5.1 the Client fails to pay any amount due under the Contract on the due date for payment;
12.5.2 the Client becomes subject to any of the events listed in clause 12.3.3 or clause 12.3.4, or the Supplier reasonably believes that the Client is about to become subject to any of them; and
12.5.3 the Supplier reasonably believes that the Client is about to become subject to any of the events listed in clause 12.3.2.
13. Consequences of termination
13.1 On termination or expiry of the Contract:
13.1.1 the Client shall immediately pay to the Supplier any of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
13.1.2 the Client shall return any Deliverables which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
13.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
14. General
14.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.2 Assignment and other dealings.
14.2.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.2.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
14.3 Confidentiality.
14.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3.2.
14.3.2 Each party may disclose the other party's confidential information:
a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.3; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
14.4 Entire agreement.
14.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
14.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.6 Announcements. The Supplier shall be entitled to announce in public (whether or its website, own social media accounts or otherwise) that it has entered into the Contract with the Client and details of the Services provided under the Contract, save that the Supplier shall not be entitled to disclose any of the Client’s confidential information without its prior written consent.
14.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 14.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.9 Notices.
14.9.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the relevant address specified in the Proposal.
14.9.2 Any notice shall be deemed to have been received:
a) if delivered by hand, at the time the notice is left at the proper address;
b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
c) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
14.9.3 This clause 14.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
14.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
14.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Privacy Policy
Introduction
This Privacy Policy explains how personal data is collected and used by Reeve Social Media Ltd (company number: 12859541) (referred to as “Reeve Social Media”, “we”, “us”, “our” throughout this Privacy Policy).
At Reeve Social Media, we respect your privacy and are committed to protecting your personal data. We take data protection very seriously and will ensure that we uphold the trust that our clients and others place in us when they provide us with their personal information.
This Privacy Policy will inform you as to how we collect, use, handle and disclose your personal data, as well as telling you about your privacy rights and how the law protects you. If you need any more information about our data protection practices, please contact us using the details below.
This Privacy Policy contains the following sections:
Important information
Third-party links
Data protection principles
4. How we collect information about you
5. What information we collect and how we use it
6. Disclosures of your personal data
7. International transfers
8. Data security
9. Data retention
10. Your legal rights
11. Glossary
Please use the Glossary to understand the meaning of some of the terms used in this Privacy Policy, including “personal data” and “personal information”.
Important information
Purpose of this Privacy Policy
This Privacy Policy aims to give you information on how Reeve Social Media collects and processes your personal data, including any data you may provide when you contact us via e-mail, telephone, post, through social media or our website (https://www.reevesocialmedia.co.uk).
Unless expressly stated otherwise, this website is not intended for children and we do not knowingly collect data relating to children.
It is important that you read this Privacy Policy together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you, so that you are fully aware of how and why we are using your data. This Privacy Policy supplements the other notices and is not intended to override them.
Controller
Reeve Social Media Ltd is the “controller” for the purposes of data protection law, and is therefore responsible for your personal data.
As part of our commitment to you, we have appointed a data compliance manager who is responsible for overseeing questions in relation to this Privacy Policy and Reeve Social Media’s data protection compliance in general. If you have any questions about this Privacy Policy, including any requests to exercise your legal rights (see section 9 below), please contact the data compliance manager using the following details:
Contact details
E-mail address: chris@reevesocialmedia.co.uk
Telephone number: 07717 650949
You have the right to make a complaint at any time to the Information Commissioner's Office (“ICO”), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.
Changes to the Privacy Policy and your duty to inform us of changes
This version was last updated on 1 October 2020.
We keep this Privacy Policy under regular review and may amend it from time to time. Please check back regularly to view the latest version. Hard copies of this Privacy Policy are available from us on request.
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
Third-party links
This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy or notice of every website you visit.
Data protection principles
Reeve Social Media adheres to the principles set out in data protection legislation when handling personal data. These principles require personal data to be:
Processed lawfully, fairly and in a transparent manner.
Collected only for specified, explicit and legitimate purposes.
Adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed.
Accurate and where necessary kept up to date.
Not kept in a form which permits identification of data subjects for longer than is necessary for the purposes for which the data is processed.
Processed in a manner that ensures its security using appropriate technical and organisational measures to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage.
Not transferred to another country without appropriate safeguards being in place.
Made available to data subjects and to allow data subjects to exercise certain rights in relation to their personal data.
We are also responsible and accountable for ensuring that we can demonstrate compliance with the data protection principles listed above.
How we collect information about you
We may collect, use, store and transfer different kinds of personal data about you. We collect and process personal data about you when you:
request any of our social media management services;
respond to a client survey;
request information from us about our services and operations;
contact us via e-mail, telephone, post or through social media; and/or
submit an enquiry to us.
Personal data is usually collected from you through direct interaction with us (either in person, by phone, by e-mail, by post, via social media or through this website). For example, you will provide your personal information when you submit an enquiry as to how we may be able to help boost your social media presence.
We may also collect personal data when you use this website, through automated technologies, analytics providers or search engine providers. We use cookies to assist the site running as effectively as possible.
If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of our contract with you, and you fail to provide that data when requested, we may not be able to provide our services. If so, we may have to terminate our contract with you but we will notify you if this is the case at the time.
What information we collect and how we use it
The personal data that we collect will include:
Contact details including your name, address, telephone number, e-mail address and social media log-in and account details;
Contact history, such as any communications with us by telephone, e-mail, post, through our website or via social media;
Payment details, including bank account details and transaction history;
Marketing preferences; and
Technical data such as internet protocol (IP) address, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, session replay data and other technology on the devices you use to access the website.
We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data under data protection law, as this data does not directly or indirectly reveal your identity. For example, we may aggregate data about your use of the website to calculate the percentage of users accessing the resources or case studies sections on our website. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this Privacy Policy.
We will not collect or process Sensitive Personal Data (as defined in the Glossary) about you at any time.
We will generally use your personal data to:
Provide you with the information and services that you request from us;
Contact you by post, e-mail, telephone and via social media regarding the services and information that you have requested from us;
Generally administer our relationship with you;
Respond to any enquiries that you submit to us;
Display your details in the case studies and testimonials sections of our website, where you have consented to this separately;
Send you information by post or e-mail about new services, offers, updates and news (see the “Marketing” section below for further details);
Comply with our legal and regulatory obligations;
Keep a record of your relationship with us;
Prevent and detect fraud;
Provide client service and support (including investigating complaints);
Carry out quality control;
Review and improve our services;
Use data analytics to improve our website, marketing, client relationships, user experience and our organisation in general; and
Administer and protect the website and our organisation (including troubleshooting, data analysis, testing and system maintenance and network security).
Lawful basis for using your information
In some cases, we will only use your personal information where we have your consent or because we need to use it in order to fulfil a contract with you (for example, because you have ordered social media management services from us and we need to provide them to you).
However, there are other lawful reasons that allow us to process your personal information, including where we have a “legitimate interest”. This means that the reason that we are processing information is because there is a legitimate interest for Reeve Social Media to process your information.
Whenever we process your personal data on the basis of a “legitimate interest”, we make sure that we take into account your rights and interests and will not process your personal information if we feel that there is a disproportionate privacy impact on you.
Marketing
We may use your contact details to send you marketing communications if you are a client and you have expressly given consent to receive those marketing communications.
If you are not a client and you have requested information from us, we may also use your contact details to send you marketing communications unless you have opted-out of receiving that marketing.
We will not share your information for marketing purposes with any company or other entity outside of Reeve Social Media, unless we have your opt-in consent to do so.
You can ask us or third parties to stop sending you marketing messages by contacting us at any time or clicking the “unsubscribe” button in the relevant e-mail.
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a booking or other contract for services that you have with us.
Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
Disclosures of your personal data
We may have to share your personal data with the parties set out below for the purposes set out in paragraph 4 above.
Any sub-contractors and/or agents we may work with from time to time to provide you with the services that you have purchased from us.
Service and infrastructure providers who provide IT, design, security, software, marketing, advertising and system administration services.
Professional advisers acting as processors or joint controllers including lawyers, bankers, experts, accountants, insurers and other third parties who provide legal, banking, consultancy, accounting, insurance and other related services.
HM Revenue & Customs, law enforcement agencies, regulators and other authorities acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.
Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses, carry out a restructure or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this Privacy Policy.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We provide third-party advertising companies with Aggregated Data so that you may receive tailored advertisements based on your visits to our website. However, we do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
We do not and will not sell your personal data to any third party.
International transfers
Some of our external third party service providers or partners may be based outside the European Economic Area (EEA), in which case, their processing of your personal data may involve a transfer outside the EEA.
Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring that at least one of the following safeguards is implemented:
We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission (such as New Zealand or Switzerland).
Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection as it has under EU data protection law.
Where we use service providers based in the US, we may transfer personal data to them if they are part of the Privacy Shield which requires the service provider to apply a similar standard of protection to personal data shared between the EU and the US.
Alternatively, we may transfer your personal data outside the EEA where data protection law allows or requires us to do so.
Please contact us if you would like further information on the specific mechanism used by us when transferring your personal data outside the EEA.
Data security
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those individuals and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
Data retention
How long will you use my personal data for?
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
Details of retention periods for different aspects of your personal data are available on request by contacting us using the details above.
Your legal rights
Under certain circumstances, you have rights under data protection laws in relation to your personal data. Please refer to the Glossary below to find out more about these rights:
Request access to your personal data.
Request correction of your personal data.
Request erasure of your personal data.
Object to processing of your personal data.
Request restriction of processing your personal data.
Request transfer of your personal data.
Right to withdraw consent.
If you wish to exercise any of the rights set out above, please contact us.
No fee usually required
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
Glossary
“Personal data”, or “personal information”, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
“Sensitive Personal Data” means information revealing racial or ethnic origin, political opinions, religious or similar beliefs, trade union membership, physical or mental health conditions, sexual life, sexual orientation, biometric or genetic data, and personal data relating to criminal offences and convictions.
LAWFUL BASIS
“Legitimate interest” means the interest of our business in conducting and managing our business to enable us to give you the best service and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the privacy impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
“Performance of contract” means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
“Comply with a legal or regulatory obligation” means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.
YOUR LEGAL RIGHTS
You have the right to:
Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data's accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain services to you. We will advise you if this is the case at the time you withdraw your consent.