The definitions in this clause apply in these QS Digital Services Terms (Future17).
Advertisement: all advertising content, advertising information, and advertising URLs which form part of the QS Digital Services under the Agreement.
Agreement: the accession agreement between the Customer and the Future17 Consortia which includes the provision of services by QS to the Customer as set out in Annex 2 of the Agreement
Campaign: all advertising content, advertising information and other promotion of the Advertisement or Material which runs on QS websites to raise awareness of the Customer and its programs and to encourage traffic to the Customer’s website, service or landing page.
Candidate Data: information relating to individuals who interact with an advertisement or material relating to the QS Digital Services
Commencement Date: as specified in the Agreement, or any alternative date as the Parties have agreed in writing.
Customer: the party to whom QS will provide the Services, as designated within the Agreement
Customer Webpages: all websites, services and landing pages to which Campaigns link or direct viewers to.
Material: any school or course description and application dates relating to the Customer’s business.
Modification Period: the period of 7 days after receipt by QS of the Advertisement and/or Material.
Partner: subsidiary, parent company or other subsidiary of a parent company
QS: QS Quacquarelli Symonds Limited incorporated and registered in England and Wales with company number 02563879 whose registered office is at 1 Tranley Mews, Fleet Road, London, UK, NW3 2DG
QS Digital Services: the digital services, products or deliverables provided by QS to the Customer as agreed between the Parties and set out in the Agreement.
Relevant Legislation: all applicable laws (including primary and subordinate legislation and the rules of statutorily recognised regulatory authorities) currently in force and applicable to the QS Digital Services generally, or to the individual Advertisement or Campaign, or to the processing of Candidate Data.
Sites: the websites registered to and operated by QS
Specification: the document(s) provided by QS to the Customer which give further detail on the product purchased
Target: all advertising targeting options and keywords as agreed between the Parties.
- Intellectual Property Rights:
The Customer grants QS a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to QS for the term of the Agreement for the purpose of providing the QS Digital Services to the Customer.
- Candidate Data
3.1 QS may make available Candidate Data to the Customer. Candidate Data is likely to contain personal data which QS shall make available to the Customer in accordance with Relevant Legislation concerning data protection. On receipt of such Candidate Data the Customer will be acting as a data controller in relation to that Candidate Data.
3.2 In relation to the Customer’s use of the Candidate Data the Customer agrees:
(a) that all Candidate Data provided to the Customer by QS must only be used to promote the Customer’s programs, scholarships and other legitimate activities (“Business Purpose”). Use of the Candidate Data for any other purpose shall be a material breach of these Terms.
(b) to comply with all Relevant Legislation concerning personal data.
(c) If required by QS, it will complete all details for and enter into an international data transfer agreement or an data sharing agreement incorporating the EU standard contractual clauses for the transfer of personal data from the UK or European Union to controllers established in third countries that do not ensure an adequate level of protection (controller-to-controller transfers),.
(d) not to share the Candidate Data with any third parties. The Customer shall only make copies of the Candidate Data to the extent necessary for fulfilling the Business Purpose.
(e) to have in place appropriate technical and organisational security measures so that the Candidate Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage. This includes taking reasonable steps to ensure the reliability of its employees that have access to the Candidate Data.
(f) If a security breach in relation to Candidate Data occurs (meaning there is any unauthorised or unlawful processing, or any unauthorised or accidental loss of, damage to, alteration of, destruction of, or disclosure of any Candidate Data), Customer shall:
(i) immediately notify QS of the security breach;
(ii) co-operate fully with QS in dealing with the breach;
(iii) implement and comply with all reasonable steps and actions required to minimise or stop the breach and/or to prevent a similar breach occurring;
(iv) not respond to any third parties or their advisors in relation to the breach until QS and the Customer have jointly determined a communication and response strategy
3.3 Customer shall fully indemnify and hold harmless QS in relation to any loss or damage caused to QS or to any third party as a result of any breach by the Customer of this clause 3.
Campaigns are subject to all applicable QS Policies. Policies may be modified at any time. QS may at its own discretion and without notice modify Advertisements, Material or Campaigns to comply with Policies.
5.1 Customer is solely responsible for:
(a) Targets and Advertisements, whether generated by or for Customer; and
(b) providing QS with all relevant Advertisements by the due date set forth in the Schedule annexed hereto or as otherwise communicated by QS; and
(c) all Customer Webpages and the advertised products and services that the Customer Webpages relate to.
5.2 Customer further agrees and acknowledges that all Campaigns must start within 30 days of the agreed Schedule.
- Campaign Advertisements and Materials
Customer agrees and acknowledges that:
(a) if QS receives any Advertisement or Material after the required due date, QS reserves the right to publish the updated Advertisement or Material at a time of its choosing; and
(b) the Advertisement or Material (as modified by Customer, or if not modified, as initially posted) is deemed approved by Customer in all respects upon completion of the Modification Period and QS reserves the right to refuse to accept any change to any Advertisement or Material supplied after the Modification Period; and
(c) the Advertisement or Material may be placed on any Site ; and
(d) QS may modify any Campaign at any time without liability; and
(e) QS or Partners may reject or remove any Advertisement, Material or Target at their sole discretion.
(f) QS reserves the right at its sole discretion and without notice to the Customer to decline to publish, or omit, alter, suspend or change the position of any Campaign or the Customers participation in any Campaign, otherwise accepted for insertion, or publication.
- Campaign Amendments
7.1 Customer may amend the start date of a Campaign with prior written notice to QS, such notice to be received by QS at least 14 days before the originally agreed Campaign start date as set forth in advance by QS. Where no start date or commitment date is specified then the Campaign will start 30 days from the date of the Agreement.
7.2 Campaigns may be published on the originally agreed start date if amendment of the start date of those Campaigns occurs within 14 days of the start date specified in 5.1 above. In such cases Customer will be liable for all payment obligations for such Campaigns.
7.3 If Customer fails to provide the Material by the required date, the Campaign will be deemed live on the start date specified in 5.1 above and the Customer will be liable for all payment obligations for such Campaigns.
7.4 Booked Campaigns must be used within 12 months of the booking date.
- Prohibited Uses; License Grant; Representations and Warranties:
8.1 Customer represents and warrants that it holds and hereby grants QS all rights (including without limitation any Intellectual Property Rights) in Campaigns and Customer Webpages needed for QS to operate Campaigns (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Campaigns in connection with this Agreement (“Use”).
8.2 Customer further represents and warrants that:
(a) all Customer information is complete, correct and current; and
(b) any Use hereunder and Customer’s Materials, Campaigns, and Customer Webpages will not violate or encourage violation of any applicable laws, regulations, code of conduct, third party contract or third-party rights (including without limitation Intellectual Property Rights);and
(c) Customer has obtained the appropriate authority from any individual to make use of their personal data including name, identity, image or representation in a Campaign; and
(d) the Material complies with the requirements of all Relevant Legislation; and
(e) all material submitted to QS are legal, decent, honest and truthful, and comply with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority; and
(f) any financial promotion is authorised, approved or otherwise permitted under Relevant Legislation; and
(g) the Customer has the right and/or authority to enter into the Agreement; and
(h) the Customer is a business, not a consumer; and
(i) all Materials, files, tags or other electronic information is free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any system data or information of QS.
8.3 Customer shall not, and shall not authorize any party to:
(a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; or
(b) use any automated means or form of scraping or data extraction to access, query or otherwise collect QS advertising related information from any Campaign website or Site except as expressly permitted by QS; or
(c) advertise anything illegal or engage in any illegal or fraudulent business practice.
(d) undertake any action or make any statement that could damage the reputation of QS
8.4 Violation of the foregoing may result in immediate termination of this Agreement or Customer’s account without notice and may subject Customer to legal penalties and consequences.
9.1 QS makes no guarantee to Customer regarding positioning, levels, or timing of Campaigns referred to herein and/or as more particularly described in any Agreement.
9.2 QS will use reasonable endeavours to comply with the reasonable instructions of the Customer, but QS does not warrant the date of any publication or insertion, the wording or the quality of the reproduction of the Campaign and will have no liability whatsoever in that regard.
9.3 QS shall not be responsible to Customer or liable for:
(a) checking the correctness of the Material in the form it is received from the Customer; or
(b) any error in the Material in the form it is received from the Customer; or
(c) the wording, representation, placement or quality of colour or mono reproduction of the Material; or
(d) the actual positioning or prominence of the Material on the Site; or
(e) the audience/circulation of the Site or distribution of the Site in a specific geographical area; or
(f) any failure of the Material to meet or generate any target response levels or page impressions; or
(g) any loss whatsoever caused by delay or failure by QS to issue or make the Site available on the due date (or such other date of release, display or publication, as the case may be), or QS’s decision to suspend the Site or cease the Site altogether; or
(h) any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Campaign being submitted by the Customer in electronic form that is in breach of the warranty at Condition 11.2 (b) above.