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Privacy Policy

  1. INTRODUCTION
    1. This privacy policy is issued on behalf of the BrandsEye Group.
    2. The BrandsEye Group is made up of different legal entities, including BrandsEye (Pty) Ltd and BrandsEye Consulting (Pty) Ltd (both of which are incorporated in South Africa) and BrandsEye Limited (incorporated in England and Wales). When we mention "BrandsEye", "we", "us" or "our" in this privacy policy, we are referring to the relevant company in the BrandsEye Group responsible for processing your data.
    3. We collect publicly available information, content and communications that you, a data subject and an “author” provide or share in the public domain via a social media platform, blog, forum and/or news site. Some of this information can be personal data. As an example, your name in connection with the user name of your Facebook or Twitter profile along with the profile picture is set to public on your user profile privacy settings. As an author, you are the source of the data and have control under the user profile privacy settings of each platform you interact with and can at any time restrict any of this information appearing in the public domain in accordance with the terms of the relevant platform.
    4. As an author, under current Data Protection Legislation and in addition to whatever rights you have via your relationship with any publishing platform, you also have certain rights relating to your data that we collect, process, store and retain, as set out in this privacy policy.
    5. We are a data controller of your personal data. This means that we are responsible for deciding how we hold and use personal information about you. We aim at all times to be transparent about how we use your data, and to comply with Data Protection Legislation in making you aware of the information contained in this privacy policy.
    6. We do not circumvent any of the personal privacy settings on any of the platforms and/or suppliers from which we collect data. Our system is intended for and focused on publicly available information.
    7. This privacy notice will inform you about what data we collect from our data suppliers, including various social platforms, with whom we have direct relationships for purposes of our business, how we use such data, circumstances where we may disclose this data to others, and how we keep it secure.
    8. In this policy, “Data Protection Legislation” means all applicable legislation which relates to the protection of individuals with regards processing personal data, including the General Data Protection Regulation (EU) 2016 and the UK Data Protection Act 2018.
    9. In this policy “Services” means all services offered and/or rendered by us from time to time to our customers, which includes providing technology and services for data processing and analysis to determine relevant sentiment, topics and themes related to our customers’ brands, business and research interests.
    10. Any questions relating to this policy and our privacy practices should be sent to us using the contact details set out below.
  2. THE INFORMATION WE COLLECT
    1. We may collect, use, store and transfer different kinds of information which you post or make publicly available online, including but not limited to:
      • Facebook;
      • Instagram;
      • Twitter;
      • Linkedin;
      • Youtube;
      • Vkontakte;
      • Blogs & Blog comments;
      • Mainstream news sources; and
      • Forums,
      together referred to as “Social Platforms” within this policy.
    2. Such information/data may include:
      • Your name, username, handle, or other identifier;
      • The content of the information you have published via that name, username, handle, or other identifier, including comments, expressions, opinions, posts, preferences, beliefs etc;
      • From the content of these above, we can sometimes infer information such as your race, gender etc;
      • Your profile picture, or other images or videos that you post or interact with;
      • Your approximate location;
      • The content of your posts on Social Platforms, including your opinions, preferences and beliefs;
      • Your non-private communications with other users of Social Platforms on such Social Platforms; and
      • Any other information you publicly provide or post on Social Platforms.
    3. The data that we collect (as set out above) will be referred to as “Public Social Data” throughout this policy.
    4. We also collect, use and share aggregated data such as: (i) statistical data; (ii) demographic data; and (iii) data which, if it were not anonymised, would constitute special categories of personal data, including data relating to health, political opinions and religious or philosophical beliefs, but which is anonymised and aggregated (referred to as “Aggregated Data” in this policy). Aggregated Data may be derived from your Public Social Data but is not considered personal data in law as this data will not directly or indirectly reveal your identity. For example, we may aggregate your data to determine an opinion or sentiment towards a specific brand, or customer experience values in a specific industry or sector. However, if we combine or connect Aggregated Data with your Public Social Data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be processed in accordance with this privacy policy and all Data Protection Legislation.
    5. We do not knowingly collect or share:
      • except in the form of Aggregated Data (please see comments at paragraph 2.4 above), any special categories of personal data, within the meaning of the Data Protection Legislation, about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data);
      • any information about criminal convictions and offences.; or
      • any information relating to children under the age of 13.
    6. We are committed to respecting the privacy of children online. If we learn that our systems have inadvertently collected information relating to children under the age of 13, we will promptly delete the information and notify the relevant representatives of the customer (with whom we may have inadvertently shared such data) to facilitate a consultation on how this data was collected and put measures in place for it not to happen again.
  3. HOW WE COLLECT AND PROCESS YOUR DATA
    1. We collect your Public Social Data from publicly available online sources directly from certain Social Platforms and/or from third party suppliers such as blogs, forums and news sites who collect public online data, in connection with the delivery of our Services to our customers.
    2. We may also collect inferences about you from your Public Social Data; for example we may be able to determine certain information about you from the content of your Public Social Data such as your gender, sentiment and preferences (referred to as “Inferences”). We draw such Inferences from your Public Social Data in two ways:
      • by using algorithms that analyse the data that you have posted on the Social Platforms; and
      • by using members of the BrandsEye Crowd, a collection of carefully vetted individuals who support our business, to assess the content of individual posts (with details about individual authors redacted) to determine relevance, sentiment, topics and/or themes contained within your Public Social Data.
  4. WHY WE USE THIS INFORMATION ABOUT YOU
    1. We use your Public Social Data we collect about you:
      • to provide our Services, including social media analytics and customer insights, to our customers. This involves us using your Public Social Data and the Inferences we have drawn to determine relevance, sentiment, topics and themes; and
      • in related or ancillary ways, to the Services that we offer. For example, we may use the data to comply with our legal obligations or enforce our rights, including the legal obligations or enforcement of rights of third parties. We may also use the data to improve our services.
    2. We will only process your Public Social Data when we have legal grounds to do so. Generally, we rely on the legal ground in Data Protection Legislation which allows us to use your Public Social Data where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
    3. Our legitimate interests for processing data are in order to provide our Services to our customers, which include providing technology and related services that empowers our customers to act with more certainty, with objectives that may include improving that customer’s own services or products to its end users. Our Services allow our customers to learn more about their brand, their customers, their competitors, and other information available on the internet that may be relevant to our customers. You are able to restrict access to such information through using the privacy settings available on the relevant Social Platforms at any time.
  5. GENERAL USE OF YOUR DATA
    1. We will use your Public Social Data in accordance with this privacy policy and any applicable policies imposed by Social Platforms.
    2. In respect of your Public Social Data, we will not:
      • sell, licence or purchase any data obtained from Social Platforms;
      • directly or indirectly transfer any of your Public Social Data (including anonymous, aggregate, or derived data) to any ad network, data broker or other advertising or monetization-related service;
      • use your Public Social Data to make decisions about eligibility, including whether to approve or reject an application or how much interest to charge on a loan;
      • put your Public Social Data in a search engine or directory, or include web search functionality on our apps on Social Platforms;
      • prefill any content in captions, comments, messages or the user message parameter of posts;
      • proxy, request or collect your usernames or passwords for Social Platforms;
      • transfer your Public Social Data to a data broker or sell your Public Social Data;
      • share your user IDs for Social Platforms with service providers who build or run any of our apps. Your user IDs for Social Platforms will be kept secure and confidential; and/or
      • use friends or connections data from Social Platforms to establish social connections in our apps, unless you have granted you access to that information.
    3. In respect of the Public Social Data, we will:
      • promptly delete all your Public Social Data that we have received from a particular Social Platform if we stop collecting data from such Social Platform; and
      • comply with all applicable laws and regulations in the jurisdiction where our apps are available.
    4. We are not accountable for any faulty or non-compliant practices deployed by third party websites or Social Platforms.
  6. DATA SECURITY
    1. We have put in place appropriate security measures to prevent your Public Social Data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your Public Social Data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your Public Social Data on our instructions and they are subject to a duty of confidentiality.
    2. Although it is the responsibility of our customers to use our Services properly and we cannot ultimately bear responsibility for our customers’ use of our platform or system, we have implemented adequate safeguards to protect your data. Through contracts with our customers, we require our customers to comply with applicable law, including Data Protection Legislation, when using our Services and our customers agree to abide by the policies of third party websites.
  7. DISCLOSURE OF PERSONAL DATA
    1. We will treat your information as confidential. However, we may disclose your Public Social Data to other third parties for the purposes set out below or for any additional purposes approved by you:
      • Our Customers: our customers which include banks, supermarkets, manufacturers and other organizations;
      • Internal Third Parties: other companies in the BrandsEye group of companies who will perform analysis and/or improvement of the Services and our internal tools and processes;
      • BrandsEye Crowd: for purposes of post sentiment and topic annotation which forms part of our Services, we may share your data with the BrandsEye Crowd which is a group of individuals who have been carefully curated and vetted by us and who are contractually bound by BrandsEye’s policies and procedures which align with all current legislation around data privacy;
      • Service Providers: service providers who provide IT, hosting and systems administration services;
      • Authorities: tax authorities, regulators and other authorities if required;
      • Joint Venture Parties: if our organisation enters into a joint venture with or is sold to or merged with another organisation, your information may be disclosed to our new business partners or owners; and
      • Analytics and Search Engine Providers: such parties assist us in the improvement of our website and systems.
    2. We require all third parties to respect the security of your Public Social Data and to treat it in accordance with Data Protection Legislation. If any third party processes any of your data, we ensure there are sufficient contractual and operational safeguards protecting your data.
  8. TRANSFERS OUTSIDE THE EEA
    1. Other companies in the BrandsEye group of companies which are based in South Africa and Dubai may access and process data (which may include personal data) inside the BrandsEye system and platform in order to deliver our Services. At all times, the data remains in our data centre which is based in Germany (within the EEA).
    2. Customers based outside the European Economic Area (EEA) may access your Public Social Data in the context of the Services we provide, but your data remains on our system, and is only accessible through our secure platform or app.
    3. Some Brandseye Crowd members are based outside the EEA, but all data passed to Brandseye Crowd members has personal author identifiers redacted.
    4. In the event of us transferring your Public Social Data out of the EEA, we ensure a similar degree of protection is afforded to such data by implementing appropriate safeguards as required under Data Protection Legislation.
  9. HOW LONG WE WILL KEEP YOUR INFORMATION
    1. We review our data retention periods regularly and will only hold your Public Social Data for as long as is necessary for the relevant activity, or as required by law (we may be legally required to hold some types of information). However, if you request that we delete your data, we will delete your data from our systems, provided it is not in contravention of any laws or current legislation.
    2. Details of retention periods for different aspects of your personal information are available in our retention policy, which is available by contacting us using the details provided below. 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 Public Social Data, the purposes for which we process your Public Social Data and whether we can achieve those purposes through other means, and the applicable legal requirements.
  10. YOUR RIGHTS
    1. Under Data Protection Legislation, you have the following rights in connection with your Public Social Data, which can be exercised in certain circumstances:
      • Request access to your personal information (commonly known as a “data subject access request”). This enables you to receive a copy of the personal information we hold about you and to check we are lawfully processing it;
      • Request correction of the personal information that we hold about you. This enables you to have any incomplete or inaccurate information we hold about you corrected;
      • Request erasure of your personal information. This enables you to ask us to delete or remove personal information 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 information where you have exercised your right to object to processing (see below);
      • Object to processing of your personal information where we are relying on a legitimate interest (or those of a third party). You also have the right to object where we are processing your personal information for direct marketing purposes;
      • Request the restriction of processing of your personal information. This enables you to ask us to suspend the processing of personal information about you, for example if you want us to establish its accuracy or the reason for processing it;
      • Request the transfer of your personal information to another party. We will provide to you, or a third party you have chosen, your Public Social Data in a structured, commonly used, machine-readable format; and
      • Withdraw your consent where we are relying on consent to process your Public Social Data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent.
    2. If you would like to exercise any of your rights above, please contact us at privacy@brandseye.com and provide us with your full details (including name, telephone number, address and email and the precise nature of your request and/or grievance).
    3. You also have the right to make a complaint at any time to the supervisory authority for data protection issues in the Member State where you live, where you work or where the issue took place, relating to our use of your information.
  11. CHANGES TO OUR PRIVACY POLICY
    1. Any changes we make to our privacy policy in the future will be posted on our website and, where appropriate, notified to you by other means.
  12. CONTACT US
    1. We have appointed Ryan Harington as our data protection representative, who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact us using the details set out below:

      Data Protection Representative: Ryan Harington – Chief Operating Officer

      Email address: privacy@brandseye.com

      Postal Address:
      1st Floor
      97 Durham Avenue
      Salt River
      Cape Town
      7700
      South Africa

      Telephone number: 021 467 5960

BrandsEye Terms and Conditions

  1. DEFINITIONS
    1. “Agreement” means this agreement between the Supplier and the Client in respect of the Document and subject to the Conditions, and includes both the Document and the Conditions.
    2. “BrandsEye API” means the BrandsEye application programming interface, as modified, updated or revised from time to time, including but not limited to any upgrades, revisions or new versions thereof.
    3. “BrandsEye Proprietary Materials” includes all websites, programmes, software, products, data, documents and any other materials used by the Supplier in providing the Services (including without limitation the BrandsEye Tool and BrandsEye API).
    4. “BrandsEye Tool” means the BrandsEye online monitoring software product, as modified, updated or revised from time to time and includes without limitation any upgrades, revisions or new versions thereof.
    5. “Client” means the person, firm or company whose name appears on the Document.
    6. “Client Data” means any information furnished to the Supplier by the Client which is or is intended to be processed by computer or manually, to be analyzed, viewed and assessed by the Supplier and/or its Contributors and which specifically includes but may not be limited to Personal Information;
    7. “Commencement Date” means the date stipulated in the Document.
    8. “Conditions” means the terms and conditions set out below.
    9. “Contributor” means the individual engaged by the Supplier who processes the relevant search results or snippets of information in relation to the Client on behalf of the Supplier.
    10. “Data Caching” means the storing of variables in cache and retrieving it later from cache.
    11. “Document” means any cost estimate, quotation, invoice or letter of agreement which is subject to these Conditions.
    12. “IP Rights” means all patents, copyrights, design rights, trade marks, service marks, trade secrets, trade, business and domain names, rights in trade dress or get-up, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
    13. “Mentions” means any search results or snippets of information which are monitored, assessed and/or analysed by BrandsEye and/or by Contributors through the Service.
    14. “Personal Information” means information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, including, but not limited to –
      1. information relating to the race, gender, sex, pregnancy, marital status, national, ethic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person;
      2. information relating to the education or the medical, financial, criminal or employment history of the person;
      3. any identifying number, symbol, e-mail address, physical address, telephone number or other particular assignment to the person;
      4. the blood type or any other biometric information of the person;
      5. the personal opinions, views or preferences of the person;
      6. correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;
      7. the views or opinions of another individual about the person; and
      8. the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person.
    15. “Services” means the services to be provided (and, to the extent applicable, the products to be delivered) to the Client by the Supplier as stipulated in the Document.
    16. “Supplier” means BrandsEye (Pty) Ltd (Registration Number 2011/000295/07).
  2. BASIS OF AGREEMENT
    1. The Client has engaged the Supplier to provide the Services which are rendered subject to the Conditions.
    2. This Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Agreement.
    3. This Agreement applies to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, in respect of the Supplier’s provision of the Services.
    4. Except to the extent otherwise stated in the Document, any estimate, offer or quote contained in the Document shall only be valid for a period of 30 days from its date of issue.
    5. This Agreement will continue to bind the Client and the Supplier unless and until otherwise terminated in accordance with the remaining terms of these Conditions (unless an expiry or termination date is stipulated in the Document).
  3. PROVISION OF SERVICES
    1. The Supplier shall supply the Services with due care, skill and diligence and from the Commencement Date on an ongoing basis or for a fixed term as specified in the Document.
    2. The Supplier further grants to the Client a non-exclusive, limited, non-assignable, non-transferable licence to use the BrandsEye Tool via the website www.brandseye.com (or such other domain as the Supplier may notify the Client from time to time) and the Brandseye API for the duration of this Agreement and specifically for the purpose of enjoying the use and benefit of the Services, provided that the Client complies with the terms and conditions of use, privacy policy and acceptable use policy as set out on the website.
    3. The Supplier shall be entitled to suspend provision of Services and to suspend the licence granted under clause 3.2 without further notice to the Client in the event that and for so long as the Client is and remains in breach of any of its obligations under this Agreement, including in particular (but without limitation) the Client’s obligation to make payments in accordance with clause 5.
  4. BRANDSEYE API
    1. All use of the Brandseye API and content, documentation, code, and related materials made available to the Client is subject to and must comply with these Conditions. The Supplier reserves the right to terminate the Client’s access to the Brandseye API at any time should the Client be deemed to be in breach of any of these Conditions, including but not limited to any breach of privacy rules, undesirable content rules, commercial restrictions or usage limits.
    2. In general, reasonable commercial use of the Brandseye API shall be permitted. The Client is required to obtain prior written approval from the Supplier for their intended use of the Brandseye API, which approval shall not be unreasonably withheld. The Supplier reserves the right to amend from time to time and in its sole discretion, the definition of “reasonable commercial use”.
    3. The provision of the Brandseye API service by the Supplier is dependent on the uptime of its third party providers. The Supplier shall not be responsible for any interruptions and/or outages of the provision of the Brandseye API service due to such third party providers. The Supplier will use its best efforts to –4.3.1 notify the Client in the event of an outage caused by a third party provider; and4.3.2 restore service to the affected Client.
    4. The Client acknowledges that, with regards to Twitter information specifically, it is strictly prohibited from accessing, caching or downloading “tweets” and Twitter end user profile information in any form through the Brandseye API. The Client shall only be permitted to access “tweet ID’s” or “Twitter User ID’s” through the Brandseye API service.
    5. In the event that tweets are displayed in or on a publicly accessible website or application the Client shall be obliged to ensure that such website or application conforms to Twitter’s Developer Display Requirements, as updated and replace by Twitter from time to time (https://dev.twitter.com/terms/display-requirements).
    6. The Client further acknowledges that it is prohibited from downloading, accessing or caching full versions of any publications and shall limit its access and use of information to extracts of information and/or to the link to the original publication.
    7. The Client shall be allowed to cache permitted data received through the use of the Brandseye API in order to improve the user experience of their application, but the Client agrees to keep all such data up to date. In no event may data be cached for more than 30 (thirty) days and the Client agrees to delete any and all data cached exceeding this period.
    8. The Client acknowledges that it shall not obtain ownership of any data including Personal Information obtained through the use of the BrandsEye API and undertakes and warrants to the Supplier –
      1. not to sell the data and/or Personal Information so obtained to any third parties;
      2. to only use the data and/or Personal DataInformation so obtained for non-commercial purposes and in accordance with the Conditions;
      3. not to disseminate such data and/or Personal Information;
      4. not to sell access to such data and/or Personal Information;
      5. not to permit unauthorised access to such data and/or Personal Information;
      6. to ensure that adequate security measures are in place to protect against the accidental disclosure of or unauthorised access to such data and/or Personal Information;
      7. not use data, including specifically Personal Information, in any way that violates the Conditions or any applicable law or regulation, or infringes the rights of any third party and will not authorise or permit any other person to do so;
      8. you will use the data and/or Personal Information ONLY for the stated purpose for which you have the consent of the relevant data subject.
    9. In the event of this Agreement being terminated by either party, the Client undertakes to immediately delete all data and/or Personal Information cached.
    10. The Client shall be granted fair use of the Brandseye API. The Supplier reserves the right to limit the number and/or frequency of API requests in its sole discretion. Should the Supplier be of the opinion that the Client has attempted to exceed or circumvent the rate limits, access to the Brandseye API may be temporarily or permanently blocked by the Supplier, with or without notice, and without the Supplier becoming liable to the Client or any other third party.
    11. The Supplier reserves the right to make changes to the Brandseye API from time to time. In the event of breaking changes, the Supplier shall use its best efforts to notify the Client at least 5 (five) business days before the breaking changes go live. Support for older versions of the Brandeye API will not be guaranteed by the Supplier.
  5. PAYMENT
    1. The fee for the Services (which includes the royalty for the licence granted under clause 3.2) is set out in the Document and, unless indicated otherwise, is quoted in South African Rands and is exclusive of VAT, sales taxes and/or any other applicable taxes.
    2. The Client shall pay the fee(s) for the Services in the manner and at the time(s) or within the number of days (as the case may be) stipulated in the Document. Where the fee(s) is payable in instalments (as stipulated in the Document), the Client shall pay each instalment in the manner and at the time(s) or within the number of days (as the case may be) stipulated in the Document. Where no payment terms are stipulated in the Document, payments shall be due within 30 days following date of invoice. The Client shall remain liable to pay the fee(s) irrespective of whether the Services are being provided by the Supplier directly for the benefit of the Client or any other subsidiaries, associates, employees, contractors or agents of the Client.
    3. The Client shall render payment to the Supplier in respect of VAT and any other applicable taxes concurrently with each underlying payment to be made in terms of clause 5.2 on which the relevant VAT, sales or other tax amount is calculated.
    4. Interest on all overdue payments under this Agreement shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 3% above the rate that the Standard Bank of South Africa charges on its prime overdraft facilities from time to time, which interest shall be calculated daily, compounded monthly and payable by the Client to the Supplier on demand.
    5. All amounts payable by the Client to the Supplier shall be paid free of deduction, set-off, exchange or withholding and shall be paid in the manner stipulated in the Document or as directed by the Supplier in writing from time to time.
    6. All fees and charges for other services provided by the Supplier, or for travel costs or disbursements, which are not included in the Document will be costed and quoted separately or will be paid to the Supplier by the Client to the extent agreed otherwise in writing between the parties.
  6. VOLUME LIMIT
    1. The Supplier offers four types of accounts, namely a “Lite”, “Standard”,“Corporate” and “Enterprise” account which shall be specified on the Document.
    2. Lite accounts shall include a maximum of 25 000 mentions, Standard accounts shall include a maximum of 100 000 mentions, Corporate accounts shall include a maximum of 1 000 000 mentions, Enterprise accounts shall include a maximum of 5 000 000 mentions per month. These is not utilised do not carry over.
    3. In the event that the maximum number of Mentions as set out in 6.2 are exceeded, Clients who have –
      1. Lite accounts shall be obliged to upgrade to a Standard account and pay the relevant fees in connection therewith; and
      2. Clients who hold Standard accounts undertake to purchase a ‘top up’ volume bundle
      3. the terms of which shall be specified by the Supplier, from time to time.
  7. LIABILITY AND INDEMNITY
    1. Except in the case of fraud, fraudulent misrepresentation, personal injury or death, the parties’ liability to one another under this Agreement, howsoever arising, shall be limited to direct damages only and in no event shall either party be liable for any consequential, incidental, indirect, special or other damages whatsoever (including, without limitation, business interruption, loss of business information or other pecuniary loss) arising out of this Agreement regardless of whether such liability is based on breach of contract, delict, strict liability or otherwise. The Supplier’s total liability under this Agreement shall further be limited to the value of the fees actually paid by the Client during the preceding 6 (six) months in respect of the Services.
    2. The Supplier shall further not be liable for any loss, damage, liability or cost suffered or incurred by, or any claim brought against, the Client in connection with any third party proprietary material provided by the Client to the Supplier to enable or to assist the Supplier in providing the Services.
  8. OWNERSHIP AND IP RIGHTS
    1. All right, title and interest in and to the BrandsEye Proprietary Materials (including without limitation all IP Rights therein) shall at all times remain fully vested in and belong to the Supplier, and the Client shall have no rights whatsoever in or to the BrandsEye Proprietary Materials other than the right to use it in accordance with the terms of the licence granted pursuant to this Agreement.
    2. The Client shall be the owner of the final analysis results generated by the provision of the Services as described in the Document, but shall not obtain ownership in any other materials.
    3. Save for as specifically provided in clause 8.2, all IP Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
    4. The BrandsEye Proprietary Materials may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited in whole or in part without the Supplier’s prior written consent.
    5. The Client may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Supplier without the express written consent of the Supplier.
    6. The Client is responsible for maintaining the confidentiality of any account and password assigned to it by the Supplier in respect of the BrandsEye Tool and/or Brandseye API and for restricting access to any computer used by the Supplier to prevent unauthorised access to such account. The Client accepts responsibility for all activities that occur under its account or password. The Client shall take all necessary steps to ensure that the password is kept confidential and secure and shall inform the Supplier immediately if it has any reason to believe that the Client’s password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
  9. CLIENT DATA
    1. The Client acknowledges that the Supplier will, through the provision of the Services be furnished with and have access to Client Data, which may include Personal Information and that it may furnish the Contributors with such Client Data and the Client hereby consents to the use of the Client for the purpose of performing the Services.
    2. The Supplier will process the Client Data in accordance with the Services as described in the Documents, shall not make unauthorised use of the Client Data and shall take all reasonable steps to safeguard the Client Data.
    3. The Supplier is not required to and does not check or verify Client Data provided to it and will not be responsible for any incorrect or inaccurate Client Data provided to it. Save were caused by the Supplier’s gross negligence and notwithstanding clause 9.2, the Supplier shall not be liable for any errors, omissions, loss, deletion, theft, destruction or unauthorised access or alteration relating to any Client Data provided to it by the Client.
  10. TERMINATION
    1. Either party (the “Complaining Party”) may terminate this Agreement immediately by giving written notice to the other Party (the “Defaulting Party”) if any of the following events occurs:
      1. the Defaulting Party has failed to make any payment of any sum due and payable under this Agreement within 7 days of written notice from the Complaining Party calling on it to make such payment;
      2. the Defaulting Party commits any material breach of any of the provisions (other than a provision relating to payment) of this Agreement and fails to remedy it within 14 days after receiving a written notice from the Complaining Party containing full particulars of the material breach and requiring it to be remedied; or
      3. the Defaulting Party is unable to pay its debts as they fall due; enters into compulsory or voluntary liquidation; compounds with or convenes a meeting of its creditors; is or becomes subject to any bankruptcy, insolvency or liquidation proceedings or order of a competent court; or ceases for any reason to carry on business in the ordinary course.
    2. Either party may terminate this Agreement at any time after the expiry of any initial term set out in the Document on prior written notice to the other of no less than the period set out in the Document (which shall be one month if no notice period is so specified), or one calendar month notice in all other circumstances.
    3. On termination of this Agreement for any reason:
      1. all rights granted to the Client in respect of the BrandsEye Proprietary Materials under this Agreement shall cease;
      2. the Client shall cease all activities authorised by this Agreement in respect of the BrandsEye Proprietary Materials;
      3. the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
      4. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
      5. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  11. GENERAL
    1. The parties choose the respective addresses specified in the Document as the addresses at which they will accept service of all documents, legal process and notices in respect of this Agreement.
    2. No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control including, without limitation, any of the following: governmental act, war, fire, flood, explosion, civil commotion or any act of God, except that nothing in this clause 11.2 shall excuse the Client from any payment obligations under this licence.
    3. No relaxation or indulgence granted by either party to the other shall be deemed to be a waiver of any of that party’s rights in terms hereof, nor shall same be deemed to be a novation of the terms and conditions and nor shall same stop either party from enforcing its rights hereunder. These terms and conditions shall not in any way be deemed to be a waiver by either party of any of its rights in law.
    4. No agreement to vary, add to or cancel this Agreement shall be of any force or effect unless reduced to writing and signed on behalf of both parties to this Agreement.
    5. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    6. The Supplier may at any time cede, assign, transfer, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party. The Client shall not, without the prior written consent of the Supplier, cede, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
    7. The parties agree that this Agreement and its termination shall be governed by and construed in terms of the laws of South Africa. The parties hereby consent to exclusive jurisdiction of the South African magistrates’ courts in connection with any action or motion which either party to this Agreement may institute arising out of or in connection with this Agreement, its interpretation or its termination.
    8. If any part or provision of this Agreement is or becomes unenforceable for any reason, that part or provision shall be deemed to be severable and shall not affect the validity of the remaining parts and provisions.
    9. In this Agreement, unless the context require otherwise:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to one gender shall include a reference to the other genders.
      3. Words in the singular shall include the plural and vice versa.
      4. Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words “without limitation” following them. The words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
      5. Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
      6. The headings are inserted for convenience only and shall not affect the construction of this Agreement.
  12. NO COMPETITION OR SOLICITATION
    1. The Client acknowledges that the Supplier’s employees will have a close working relationship with the Client and that the Supplier is reliant upon its employees and has invested substantial time and money in their training and development.
    2. The Client undertakes and agrees with the Supplier that it will not at any time during the term of this Agreement or for a period of one year from the date at which this Agreement terminates or expires, however that may occur:
      1. induce to leave, solicit or entice away or endeavour to induce to leave, solicit or entice away any director or employee of the Supplier who has undertaken work for the Client or has had any dealings with the Client (and the Client agrees that, without prejudice to any other rights or remedies that the Supplier might have, if the Client acts in breach of this provision it will be liable for a recruitment fee for each of the Supplier’s employees induced to leave, solicited or enticed away at a rate equivalent to six (6) months’ wages or salary for the relevant employee);
      2. solicit or offer services or custom, or endeavour to solicit or offer services or custom, to any subcontractor engaged by the Supplier to perform or provide services or perform obligations under or in connection with this Agreement to the Supplier and/or the Client; or
      3. cause or permit any person directly or indirectly under its control or supervision, or in its employ, to do any of the acts or things specified above.