NewsX Community Interest Company – OUR TERMS AND CONDITIONS
PLEASE READ THIS CAREFULLY – IT EXPLAINS ABOUT OUR WEBSITE AND OUR CONTENT AND HOW YOU USE IT.
Our Terms and Conditions(Terms) were last updated and effective from 30.12.2022.
1 ABOUT US
(1) (a) Welcome to NewsX.media, a Community Interest Company registered in England and Wales, Company Number 14370436, whose Registered Office is at 30 Saint Georges Place, Canterbury, Kent, England, CT1 1UT. Our main email address is firstname.lastname@example.org,
(b) We are a media organisation who operate from the Website (which includes all Content on it) www.newsx.com (the Website) and that also distributes material (Content) from our affiliates Newsflash Gmbh, Golders Ltd, Real Press Ltd, Eastern Video Ltd trading as Clipzilla, and AsiaWire for which the same terms and conditions apply.
(2) As a media organisation, (which includes the services of our Company officers, freelance journalists, affiliated agencies and photographers), we provide the news in the form of articles, text, images, video, graphics, animation, audio, information (such as contact data, research, translations) and anything else displayed or linked to our Website or available to or provided to you electronically, digitally, on paper or in any format whatsoever (Content). We then make that Content available to anyone who Uses the Website and any person or organisation whom we distribute it to, which includes, but is not limited to, providing Content ‘on spec’because we feel that you may be interested it(we may refer to these as a ‘User’ or a ‘Media Partner’). You always choose what Content You Use, including any ‘on spec’ Content.
(3) When we refer to ‘Use’ or ‘Using’ our Content and/or Our Website in these Terms we mean host, store, share (including but not limited to on social media or in any form using the internet), access, broadcast, transmit, exhibit, perform, display, publish, distribute, circulate, copy, edit, modify, change, adapt, republish, translate, transfer, reproduce, create derivative works, distribute, display, perform, loan, assign, lease, licence, sale or resale, transfer or gift and otherwise use, and any use whatsoever, including any participation in and/or facilitating any of the above, whether as a whole or any part of, and whether digital or in any format whatsoever, including, but not limited to, any media channels whether social media or otherwise. For the avoidance of any doubt, Use also includes Using images or other Content as thumbnails, such as on YouTube or other social media channels.
(4)In these Terms, You are the person or organisation who is Using our Website orour Content, including, but not limited to, a Contributor (a person or organisation who uploads their content on the Website for us to distribute). When You Use our Website or our Content You are confirming that You have the right to do this and that they (the other person or organisation) are also bound by these Terms and Conditions (Terms). You also agree that You are responsible for your employees, sub-contractors, agents and anyone who is, or reasonably appears to be, working on your behalf or in partnership with you in obtaining and using our content. For the avoidance of any doubt, this means that any User is jointly and severally liable for any payments which are due to us in relation to Using the Website and/or our Content.
2 ABOUT OUR TERMS
(1) Unless we have specifically agreed otherwise with You in writing, with signed confirmation,
then these Terms will apply each and every time you Use all or any part of our Website or Content, including Content which comes into your possession from any source whatsoever. For the avoidance of any doubt, this includes any Content which is provided to You ‘on spec’ which You do not have to Use and can choose to delete when You receive it.
(b) This means that if you choose to Use our Content in any way, then you accept our Terms and your use of Content will be according to the licence in our Terms and you must pay us according to these Terms.
(3) We may make changes to our Terms which, unless we’ve agreed otherwise with you in writingwith signed confirmation, will take effect as and when they are posted on our Website so you should read them each and every time you Useour Website or Use any of our Content.
3 ABOUT OUR CONTENT
Subject to any other part of these Terms, the following applies to our Content
(1) (a) Our Rights: Unless we have specified otherwise in writing, then subject to any Third Party rights (for example, Third Parties may own some of the software we use), we own our Website and Content and our logo, techniques, information, processes and methods and any rights (such as copyright and other intellectual property rights in the fullest sense) or we have the right to use it.
(b) All of our Content is usually marked with metadata to identify our ownership and rights. We have sophisticated software and a system of evidence proving our copyright. Therefore, if you have any queries at all about this, please email us at email@example.com You Use any of our Content.
(2)NoRepresentations, Warranties or Guarantees: To the maximum extent permitted by law
(a) (i) We do not, whether express or implied, make any representationsnor give any warranties or guarantees about our Website nor our Content and have no liability forany issues or other consequences. This includes its’availability, accuracy, completeness or whether or not it is up to date. We do not accept any responsibility for our Website and Content, andultimately You are solely responsible for Your Use.
(b) Certain Content is
(i) marked as a T4-Hub Verified (V) news item which means that we have checked the Contentand although we were unable to speak to the owner, we believe that the Content is safe to use. However, we do not make any representations, warranties or guarantees and You remain solely responsible for Your Use.
(ii) Sometimes Content may be what we call orphan Content. This means that it is difficult to locate the creator of that Content. We have a comprehensive and sophisticated verification service and although we are unable to contact the creator directly, we believe that the Content is safe to use. However, we do not make any representations, warranties or guarantees and You remain solely responsible for Your Use.
(c) Whilst we may monitor any Content a Contributor uploads, we are not responsible for doing so.
(3) For the avoidance of any doubt, unless you have our express permission to do so (which would include properly obtaining the Licence detailed in Clause 4) You are not able to copy, distribute or re-distribute, transmit, publish or re-publish, re-circulate, alter, change or amend in any whatsoever (such as by caching, framing or similar means), any Content or anything whatsoever that we own or claim the right to distribute.
(4) We do have agents who are specifically authorised by us to sell our licences to Use our Content. If you are purchasing from an agent and want to check that the agent is authorised by us, you should email us at firstname.lastname@example.org. For the avoidance of any doubt, if you Use any of our Content and do not have the applicable Licence then we will take action against You, the User Who Uses our Content.
(5) At our sole discretion, we reserve the right to stop the provision of or access to the Website and/or our Content and to remove the Website and/or any Content (or any part of any Content) without any without notice or explanation or any liability whatsoever to You.
(6) If You find something in our Website and/orContent which You reasonably believe or know is contrary to law or which breaches anyrights please email us at email@example.com as much information as possible so that we can consider removing it.
(7) Sometimes our Content may include links to other websites, content, products or services owned or provided by third parties. In these circumstances we are not responsible for any links and have no liability whatsoeverto you in relation to them(they remain the original provider’s responsibility) unless we have failed to respond within 14 days of receipt, to a formal Notice specifically notifying us the links and associated content or access to it, is contrary to law or which breaches any rights or these Terms or any agreement with You. You should also be aware that from time to time we may have affiliate agreements with some third parties and receive any payments or commissions from them.
(8) Digital Downloads: if you have a problem with Using anything which you have bought from our Website, then please email us at firstname.lastname@example.org.
4 LICENCE AND USING OUR CONTENT
(1) (a) Subject to the terms our Licence and these Terms, You can view and listen to the Website and its Content for your personal, non-commercial use without any payment being due to us. This does not include any other Use whatsoever and, for the avoidance of any doubt, also means that You cannot share our Content, whether on social media or otherwise.
(b)If you Use our Content in any other way, then you must pay us in accordance with clause 5,and according to how you Use the Content and how many times you use it.
(2) Licence: A licence is the right to use our Content according to the terms of that licence. Subject to clause 4(1)(a)Provided always that You do not breach any of our rights nor any part of these Termsand our agreement with You and You pay us any payment as and when it is due, we give You a single use, non-exclusive, worldwide and royalty-free licence to Use our Content. This licence will include the right to copy, distribute or re-distribute, transmit, publish or re-publish, re-circulate, alter, change or amend Content.
(b)For the avoidance of any doubt,
(i) You must pay according to how you Use the Content. So, for example, if you have a Licence to Use a video, this will not extend to a Licence to use screenshots (images) taken from that video. This means that if you want to Use a video, you must pay us for that Use. If you also want to use screenshots (images) taken from that video, then you will incur a separate payment for each screenshot at our usual rate for a single image use.
(ii) Unless we have agreed something different in writing, You must pay according to how you many times you Use the Content. So, for example, if you have a Licence to Use an image your licence is to use it once in one format. This means that if you want to Use an image twice, even if it is, for example, in the same article, you must pay for each use.
(iii) If the licence is for a set of images, the price it is offered for, is for the whole set. We will not reduce the price just because you decide to only use one image from that set.
(iv) The licence provides rights to the person or organisation who buys that licence. These rights/the licence does NOT extend to any associated or parent company or business.
(3) Using our Content: It is always a condition of this licence that when You Use our Content
(a) You specifically agree not do anything that may in any way infringe upon or undermine our rights, title, or interest whatsoever in our Content and intellectual property.
(b) CREDIT:(i) You must properly credit our Content in accordance with the metadata which accompanies it. This includes, but is not limited to, a credit to us as an Agency and, for an article, a byline (a line giving details of the name of the writer) for the individual reporter and for an image or video, a credit to the creator (include the name of the creator).
(ii) If you do not do this, then (because it results in a loss of our revenue and reputation) we reserve the right to charge you a penalty charge of £500 in addition to any Set Rates or Standard Fees or any other payment due to us which are also payable by You. If You have any queries in relation to crediting our work, please email email@example.com before Using our Content.
(c) You can never Use our Website or any Content whatsoever, either when knowing or being reckless or negligent, if that Use is, or could in any wayperceived to be
(i) contrary to any law, regulation or code of practice, including, but not limited to, a criminal offence or civil liability or
(ii) infringe any of our rights or those of any third party or
(iii) behave or encourage anyone else to behave in any way that a reasonable person would deem unacceptable, including, but not limited to, behaviour which is offensive, obscene, threatening or abusive, embarrassing, malicious, misleading, defamatory, promotes inequality, unprofessional, breaching trust and/or confidence or bringing us or any third party into disrepute.
Unless we have specifically agreed otherwise with you in writing with signed confirmation, then the following applies:
(1) Subject to clause 4(1)(a),if You Use our Content in any way whatsoever You must make a payment to us. We will add VAT or any other relevantapplicable government taxes and duties
in addition to our charges.
(2) If you ask us to provide any specific Content or commission us to do any work for you, then we will provide You with a Proposal which will explain our charges and any expenses which will be payable by You. Where we do not provide You with a Proposal but You authorise us to start working we will charge you according to our Standard Fees which are available by emailing us at firstname.lastname@example.org. Once You authorise us to start working, You are deemed to have accepted our Proposal and/or Terms.
(3) Where we have already agreed our charges, with you or the organisation you are working for or with, for Using our Content (Set Rates), then you must pay the amount due in accordance with those Set Rates. If you need any clarification about Set Rates then please contact us before Using our Content by emailing us at email@example.com.
(4) Where we have not agreed Set Rates with you then
(a) (i) You may be able to buy aLicence from us (seeclause 4 for the terms of that licence) to Use our Contentwhich is available on the Website only, as detailed when you place an order on the Website. Licences are available for individual items of Content (for example the Text of a particular article or Text and image of an article) or a monthly subscription to use all of the Content on our Website.
(ii) For the avoidance of any doubt, when you purchase a Licence from the Website it will only include a Licence to Use the specific Content on the Website which you purchased from and will never include a Licence to Use any other Content, including, but not limited to, Content which is provided to you ‘on spec’.
(iii) When you buy a Licence from our Website we must receive cleared payment of the full amount before you Use any Content. Please see clause 5(8) for non-payment or if there are any problems with your payment.
(iv) Consumers: If you are buying from our Website as a Consumer (the law describes a Consumer as someone who is are buying something which isn’t for their “trade, business, craft or profession”) then the law gives you a legal right to change Your mind and cancel some orders when buying from a business. If you have this legal right, then you usually have 14 days from the date after you place your order to cancel the order. However, when you are buying from our Website, you agree that You are able access digital Content from the Website (such as something that you download) immediately and so you lose any consumer cancellation rights that may have been available to you.
(b) OtherwiseYou will be charged our usual Standard Rates for your Use of the Content, as applies at the time of Your purchase. If you need any clarification about this, then please contact us before Using our Content byemailing us at firstname.lastname@example.org.
(5) (a) Other than Content you buy from our Website which must be paid for in advance, You must pay us for within 14 days of whichever date is the earliest:
(i) the date you Use our Content or
(ii) the date specified in any relevant Proposal or
(iii) the date of our invoice to you.
(b) You must always pay us using, as applicable
(i) The price shown on the Website for the date of your first Use, for website purchases or
(ii) The currency shown on your invoice for other purchases/Use.
(c) (i) Where You do not pay in the correct currency (for example the invoices asks for payment in GBP and You pay in US dollars then You must also pay any banking charges which we incur.
(ii) For the avoidance of any doubt, You are always responsible for any charges incurred by your own bank of financial institution when you make payment to us.
(6) (a) You must always raise any queries about any invoice or payment that is due to us within 7 days of the date it is due. We have a list of FAQ’s which relate to queries which may be raised in relation to our invoices. If your query is not covered by one of the FAQs, then please email your query to us email@example.com.You specifically agree tonot withhold payment for any reason.
(b) We are a member of the National Association of Press Agencies www.napa.org.uk . If we are unable to resolve your query, then you may have the right to object to the invoice by making an official complaint to them – see Contact Us – NAPA
(7)We may have specifically agreed with you, in writing, that you can operate under a pre-arranged HMRC C&E Self-Billing Arrangement. If so, payment is due within 30 days receipt of publication or any other Use of ‘on spec’ Content but there are no other variations to these Terms unless we’ve agreed otherwise with you in writing with signed confirmation.
(8) If we do not receive payment when it is due, or if there are any problems with your payment, then we reserve the risk to demand that you stop Using our Content and irretrievably delete any Content which you have already Used and for which we have not received full cleared payment. This will include, but is not limited to, You not using any use ‘On Spec’ Content, even if it is sent to you. We also reserve the right to:
(a) refuse to supply You with any Content, work or services in any way whatsoever;
(b) charge you interest from the date payment was due at the rate of 20% per annum.
(d) remove any discounted rate which means that You will no longer be entitled to that discount, (which will include any Set Rates which are less than our Standard Rates) and must pay the amount due according to our Standard Rates.
(e) recover all reasonable costs and expenses incurred in obtaining payment.
If You register with our Website and/or submit any of your content to us then You also expressly agree to these Terms.
(1) (a) (i) If You would like us to help you make your Content available (Distribute) to our Users/Media Partners, then you can become a Contributor by uploading your Content onto the Website or, from time to time, we may accept Content which You submit to us in another way.
(ii) You can choose whether You upload your Content on an exclusive or non-exclusive basis. Exclusive means that we are the only people/organisation who You will allow to distribute your content and allow other Users/Media Partners to use it. If you Upload Your Content as ‘Exclusive Licence’ then we will use our best endeavours to ensure that You will be credited in the description of the Content.
(iii) Once uploaded, your Content may be Used by ourUsers/Media Partners.
(b) If You are a Professional Contributor (such as a journalist or photographer, who wants to be paid for that Content they produce as a Professional, then you must email us at firstname.lastname@example.org you upload any Content onto the Website.
(2) As a Contributor before You submit or upload Your Content You specifically confirm and agree that
(a) You are using your name and personal information as shown on your Government issued identity document such as Your passport and that You are aged 18 or over and the owner of the content, or that You have the necessary rights (this includes where You have explicit permission from the owner, who may, for example, be your employer if You created the Content at work) to use it in this way and that
(b) Your Content does not belong to a third party and it does not violate any contractual, privacy rights, copyright and other intellectual property rights, or any other rights of any person or organisation.
(c) Your description of the events in any Content (including, but not limited to, any images and/or video) is true to the best of your knowledge and You will provide any details of this and the creation of the Content within 48 hours of being asked to do so.
(d) That You have the consent of any person featured in the Content, including, the consent of the relevant parent or guardian where the Content includes any person aged 18 or who is or could otherwise vulnerable
(e)You will always ensure that your Content is copyrighted to You by including the applicable information in the metadata and You understand and agree that this is your sole responsibility.
(f) As a Contributor You give (grant) (and that includes to us, the officers of our company and anyone who is employed by us or works with us, such as on a freelance basis) aperpetual, royalty free, irrevocable, Licence and right to use all or some of your Content in any waywhatsoever. Thisuse includes, but is not limited to, distributing your content to other Users who may also Use it, and for usto provide a licence to them to do so. In addition, You waive any and all moral rights in your content.
(g) You cannot edit or remove content once you have uploaded or otherwise submitted it to us.
(h) You are always solely responsible for Your own Content
(3) When You Upload any Content You understand that
(a) neither we nor our Users/Media Partners have any obligation whatsoever to accept and/or Use your Content and we reserve the right to remove it at any time, without any notice of liability to you.
(b) whilst we use our sophisticated software to track all Content and it’s Use, we cannot guarantee, nor are responsible for any use of your Content.
(4) If you believe that your rights have been infringed in relation to your content you will email us email@example.com 48 hours of you becoming aware of it and provide us with full details of the infringement.
7 WEBSITE ACCOUNT
If you choose to open an account on our Website then
(1) You understand that an individual or organisationcan only have and one account each.
(2) You must provide accurate, valid and up-to-date information and always keep that information up to date. For the avoidance of any doubt, this includes providing information about your identity (including, but not limited to, Your name and information as shown on your Government issued identity document such as Your passport.
(3) Access: (a) Access to our Website is sole your responsibility. You must make sure you that your access and, where applicable any account or log-in details are secure. If you are aware of or suspect that there is a problem (such as someone else accessing it) you must email us firstname.lastname@example.org 48 hours of you becoming aware of it.
(b) We’ll always try to ensure that You can access our Website but due to the nature of Websites and the internet, we’re not responsible if You can’t, nor are we responsible for any issues or other consequences when you do access our Website.
(3) You are always responsible for your account and any activities under it.
(4) You can close your account at any time by emailing us at email@example.com
8 NOT ADHERING TO OUR TERMS (BREACH) AND YOUR INDEMNITY
(1) If you are in breach of these Terms and/or any agreement with us in any way, or if we reasonably suspect that you have breached them then, without prejudice to our other rights we may:
(a) send You a formal written warning and/or
(b) temporarily suspend your access to our Website or from receiving any Content ‘On Spec’ and/or
(c) permanently stop You (including but not limited to computers using your IP address) from accessing our Website. This may include closing any account which You have opened and refusing to allow You to open another account, contacting any, or all, of your internet service providers requesting that they block your access to our Website and/or
(d) Startinglegal action against You.
(2) If we suspend, prohibit, or block your access to our Website and/or any Content then You agree not to take any action to circumvent such suspension or prohibition or blocking, including without limitation creating and/or using a different IP or account.
(3) If you are in breach of these Terms and/or any agreement with us in any way,then You agree to indemnify us against all claims, costs and expenses which we may incur and which arise, directly or indirectly, from your breach.
(4) (a) Subject to our legal obligations, such as Data Protection, we will always co-operate and work any law enforcement officials and any Court order and/or Government and/or regulatory bodies in
(i) disclosing Your identity
(ii) providing any information about You and Your Use of the Website and Content
(b) where we reasonably believe that a criminal offence may or could be committed that we will inform the relevant law enforcement officials without notice and/or liability to You.
9 LIMITATION OF LIABILITY:
(1) In so far as the law allows, (including, but not limited to, Tort (including negligence), contract or breach of statutory duty), even if it is foreseeable and including if it is beyond our control, we will never be liable for any indirect, incidental or consequential loss or damage, including, but not limited to, any economicloss or loss of profit or loss of goodwill, reputation, business, interruption, opportunity, anticipated savings, or any loss whatsoever suffered by You or anyone else, however it was caused as a result of your reliance on, or your use of Including, but not limited to data breach or corruption), or your inability to use, our Website or any Content.
(2) You must commence proceedings within one year after you first had (or ought reasonably to have had) both the knowledge for bringing an action and in any event no later than one year after any alleged breach of contract, negligence or other alleged cause of action. The provision expressly overrides any statutory provision which would otherwise apply; it will not increase the time within which proceedings may be commenced and may reduce it.
(3) If we are found liable in any way then your claim would be limited to damages which will (a) not exceed 105% of the amount you paid for the applicable Content, or,
(b) where we provided the Content to you free of charge, the sum of £20.
(4) Time limits provided are estimates only and time shall not be of the essence and we will not incur any liability to you nor any third party in respect of any failure to supply you by any time limit.
(5) If we and any other party or parties are liable to you together in respect of the same claim, then we shall be liable to pay you the portion which is found to be fair and reasonable and in accordance with these Terms and Conditions. Therefore, we shall not be liable to pay the portion which is due to the fault of such other party, even if you do not recover all or any money from such other party for any reason.
(2) Assignment: You specifically agree that You cannot transfer, sell or share any rights provided by these Terms or our agreement in any way and nobody else can benefit but You without our express written and signed consent.
(3) Third party rights: Nothing in our Agreement is intended to give any benefit to any third party, including any right to enforce any Agreement with us.
(4) Nothing in our Agreement creates a partnership, joint venture or agency relationship between us.
(5) Notices: Noticesmust be sent to the email and/or postal addresses that either You have provided or which we have found for You and, unless we write to with a change, you must email us firstname.lastname@example.org by post to 30 Saint Georges Place, Canterbury, Kent, England, CT1 1UT.
Notices are deemed to be received when sent by:
(a) email – on the Working Day any Monday To Friday from 9am to 5pm GMT but excluding any public holiday in England) on which they were sent, provided the sender has a valid successful delivery receipt.
(b) post -using any tracked service – on the date that the relevant postal service obtains a record of receipt from or on behalf of the addressee.
(6) Force Majeure: Neither of us willbe liable for any delay or failure to perform any obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to, acts of God, illness, pandemic, accidents, war, fire, strikes, lockouts, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we will be entitled to a reasonable extension to fulfil of our obligations.
(7) Waiver: Nothing in our Agreement and no express or implied giving up of any right waiver) will stop us from enforcing any of our rights in the future.
(8)Invalidity: Each section (clause) or any part at all of our Agreement is to be regarded as independent of the others. This means that if any clause or any part at all of our Agreement is found to be unenforceable or invalid, it will be treated as being cut out (severed) and will not affect the enforceability or validity of the rest of our Agreement.
(10) Governing Law: Our Agreement will be interpreted, construed and enforced in accordance with English law and will be subject to the exclusive power (jurisdiction) of the English Courts.