The following End User Terms are supplemental to, and are part of, the Agreement terms between Tulchan and the Client. They apply in respect of the Briefcase.news Service that Tulchan is arranging for the Client.

TULCHAN BRIEFCASE.NEWS SERVICE END USER TERMS

1. Definitions and Interpretation

1.1

The following definitions and rules of interpretation apply in these End User Terms.

1.2

Definitions:

Acceptable Use Policy: Briefcase.news' acceptable use policy (as updated by Briefcase.news from time to time) to which Users must adhere when using or accessing the Briefcase.news Service. The current version of the policy can be found here: Briefcase.news acceptable use policy

Briefcase.news: Tulchan's supplier or licensor of the Briefcase.news Service, being Briefcase.news Limited, a company registered in England and Wales under number 08811304 whose registered office is at 85 Fleet Street, London, EC4Y 1AE.

Briefcase.news Service: the service under which Briefcase.news provides access to a digest of current and some archived Content on its Website and via mobile delivery through an app and with user-configured alerts, which are made available for use by users, and which, in relation to the Client, shall be:

(a) "Briefcase.news Briefings". This is a non-tailored update of selected business news, headlines and comment (which may relate to businesses, sectors or regions) chosen by Briefcase.news' analysts from the Sources and which may be separated out into different categories (such as by sector or region); and

(b) "Briefcase.news Corporate". This is an update of selected business news, headlines and comment chosen by Briefcase.news' analysts from the Sources, tailored to cover the Client's name or branded entity and one specific Sector relating to the Client, as selected by Tulchan. Briefcase.news Briefings are also covered as part of this service.

The service is based on careful selection and particular judgement of Briefcase.news' analysts including around exactly which developments to report on (and judgement in particular when there is a significant volume of news around a particular line of stories, such as financial results, crisis events or merger and acquisition activity).

Business Day: any day other than (a) a Saturday, (b) a Sunday, or (c) a day which is a bank holiday in England (as set out on www.gov.uk/bank-holidays for bank holidays in England).

Client: Tulchan's client, to whom Tulchan provides services, and in respect of whom Tulchan provides the Briefcase.news Service under these End User Terms.

Confidential Information: any information in any form or medium obtained by or on behalf of the Client from or on behalf of Tulchan or Briefcase.news in connection with the Briefcase.news Service which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information (and Briefcase.news’ “Confidential Information” shall include the Content).

Content: the content containing information and materials provided by Briefcase.news which Briefcase.news’ analysts select as being what they consider to be likely to be of interest to users based on agreed service coverage, and which may be derived from third party input. This may consist of headlines, a short precis and sometimes a link to the source providing the third party input.

End User Terms: means these terms and conditions that apply between Tulchan and the Client in relation to the Briefcase.news service, which Tulchan arranges for the Client and Users to use, access and receive as a value added addition to Tulchan's overall provision of the Tulchan Services.

Intellectual Property Rights: copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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.

Privacy and Cookies Policy: Briefcase.news' privacy and cookies policy (as updated by Briefcase.news from time to time) governing how Briefcase.news processes data about Users and how Briefcase.news uses cookies in relation to the Briefcase.news Service. The current version of the policy can be found here: Briefcase.news privacy policy

Sector: one of a list of industry sectors according to a list provided by Briefcase.news from time to time.

Source: a third party source from which Briefcase.news obtains information and derived from which Briefcase.news provides Content from time to time, and which may be a named publication.

Third Party Input: any input or information (including articles) originating from a third party Source.

Tulchan: Tulchan Communications LLP, a limited liability partnership registered in England under number OC353291 whose registered office is at 85 Fleet Street, London EC4Y 1AE.

Tulchan Services: the services provided by Tulchan to the Client, in respect of which the provision of access to the Briefcase.news service is a value added addition.

Use Restrictions: the restrictions on the use of the Briefcase.news Service, being a maximum number of Users (whose details will be as agreed between Tulchan and the Client from time to time).

User: any person who is given access to the Briefcase.news Service and the Content by Tulchan or the Client from time to time (and this may include a person employed by or an officer at or a contractor (acting in a similar role to an employee) at the Client).

Website: Briefcase.news’ website from which it hosts the Content.

1.3

References to Clauses are to clauses of these End User Terms.

1.4

The headings are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

1.5

Unless the context otherwise requires: words in the singular shall include the plural and in the plural shall include the singular; words imparting a gender shall include the other gender and the neutral; and references to persons shall include an individual, company, corporation, firm, partnership or limited liability partnership.

1.6

A reference to writing or written includes in electronic form.

1.7

References to includes or including or like words or expressions shall mean without limitation.

1.8

References to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2. Agreement to these End User Terms and other terms

2.1

As a condition of the Client and Users receiving access to and using the Content:

2.1.1

the Client hereby agrees to these End User Terms; and

2.1.2

the Client shall ensure that its Users have agreed to the Acceptable Use Policy before they receive any Content through the Briefcase.news Service.

2.2

The Client acknowledges that, although Tulchan is responsible for acting as an intermediary for the Briefcase.news Service, Tulchan is not the author or developer of the Content or Briefcase.news Service and is not an agent for or acting on behalf of Briefcase.news. The Client further acknowledges that Briefcase.news assumes no liability to the Client directly.

2.3

The Client shall ensure that:

2.3.1

it acts on the understanding that Briefcase.news assumes no liability to them directly; and that

2.3.2

the Client shall not make any claim against Briefcase.news in respect of the use of or access to the Briefcase.news Service or Content. Briefcase.news' responsibility and liability in relation to the use of or access to the Briefcase.news Service and Content is to Tulchan, who in turn has responsibility and liability to the Client. If the Client makes any claim against Briefcase.news as a result of any individual being a User, except to the extent that Tulchan has any liability or responsibility to the Client (including for its breach of these End User Terms), the Client shall indemnify and keep indemnified Tulchan against any and all liabilities, losses, damages, charges, demands, actions, proceedings, judgments, costs and expenses which Briefcase.news may incur or suffer as a result of any such claim.

2.4

The Client acknowledges that Tulchan and, in turn. Briefcase.news shall process certain personal data about individuals (including Users) in order to operate the Briefcase.news Service and provide access to the Briefcase,news Service to the Client. The Client shall ensure that each User is provided with Briefcase.news' Privacy and Cookies Policy, before that User accesses the Briefcase.news Service, and the provisions of the Privacy and Cookies Policy apply in respect of such data. The Client shall also ensure that any other individual engaged by the Client in connection with the Briefcase.news Service is provided with a copy of Privacy and Cookies Policy, prior to Briefcase.news processing personal data of that individual in connection with the Briefcase.news Service.

3. Licence to Use Service and Content

3.1

Tulchan hereby grants to the Client, a non-exclusive, non-transferable, non-sublicensable (other than to Users in accordance with these End User Terms) licence for the term agreed by Tulchan and the Client as a value added addition to the Tulchan Services (unless terminated earlier in accordance with these End User Terms) for Users to access and use the Briefcase.news Service and the Content in accordance with the Use Restrictions in the normal course of the Client's internal business purpose including for the Client's internal presentations and briefings.

3.2

The Client shall allow an individual to be a User only if:

3.2.1

they are an employee, director or contractor (acting in a similar role to an employee) of the Client; and

3.2.2

Tulchan has already registered such individual as a User with Briefcase.news; and

3.2.3

such individual agrees to the Acceptable Use Policy; and

3.2.4

registration of the individual does not take the Client outside of the Use Restrictions.

3.3

The Client shall not permit any person who is not registered as a User with Tulchan, or who does not fulfil the criteria for being a User as described in these End User Terms, to access or use the Briefcase.news Service or Content.

3.4

If the Client would like to make access to the Briefcase.news Service or Content available to any more Users beyond those permitted under the Use Restrictions, then it shall first discuss and agree in writing with Tulchan any additional fee, and the Client shall first pay to Tulchan any additional fee prior to such access.

3.5

Similarly, if the Client would like any extension to the Briefcase.news Service (for example to cover further Sectors or additional Content around a particular event), then it shall first discuss and agree in writing with Tulchan the extension and any additional fee, and the Client shall first pay to Tulchan any additional fee prior to such extension.

3.6

The Client shall not allow anyone to access the Briefcase.news Service or Content other than the number of Users as authorised by Tulchan and the list of named people whom the Client has informed Tulchan in writing, and the Client shall take all reasonable steps to prevent unauthorised access. The Client shall not make available the Briefcase.news Service or Content on an outsourcing or service bureau or application service provider basis.

3.7

Other than any Users in their capacity as engaged by or working with or for the Client, the Client shall not supply or disseminate Content internally or externally (including not supplying or disseminating to any of the Client's colleagues, except if they are Users). Except to the extent expressly permitted under this Agreement or provided by law, the Client shall not reproduce (or copy, publish, post, broadcast, transmit, forward, disseminate, sell, license, distribute, circulate or make available) any part of the Briefcase.news Service or the Content for any purpose, unless Tulchan gives its express prior written consent. Any reproduction shall be the property of Tulchan or its licensors.

3.8

The Client shall only ever use the most up-to-date Content as is available on the Website and not any previous version of the Content.

3.9

The Client shall ensure that Briefcase.news’ proprietary notice (eg "© Briefcase.news [date stipulated by Briefcase.news] All rights reserved") or Briefcase.news’ published Twitter or other short-form handle or, where indicated, that of Briefcase.news’ licensors must clearly appear in all electronic or hard copies of any Content (including extracts) from the Briefcase.news Service that are made by or on behalf of the Client.

3.10

The Client shall obtain an appropriate licence from the Newspaper Licensing Agency (or anyone else required from the Source) if it wishes to use the Briefcase.news Corporate service.

3.11

Any rights in respect of the Content or Briefcase.news Service not expressly granted in these End User Terms by Tulchan are reserved.

3.12

The Client shall ensure require that all Users comply with the Acceptable Use Policy. The Client shall be fully responsible for all Users' use of and access to the Briefcase.news Service and Content.

3.13

If Tulchan or a Tulchan Client or any User is in breach of any of Clauses 3, 4, 6 or 7, or the Acceptable Use Policy, or any of them is misusing the Briefcase.news Service or Content or Briefcase.news’ Intellectual Property Rights or access to the Briefcase.news Service has been suspended or terminated, then Tulchan or Briefcase.news may disable access to any of the Briefcase.news Service or Content at any time and without notice (whether by use of code, by disabling access on its servers, by remote access or otherwise).

4. Registration and Passwords

4.1

For Users to use and access the Briefcase.news Service, the Client shall provide to Tulchan, who shall in turn provide to Briefcase.news, the names and email addresses of those Users, to enable Briefcase.news to register them for the Briefcase.news Service and to have passwords (provided that this does not take the Client outside of the Use Restrictions).

4.2

The Use Restrictions may describe a maximum number of Users, but (subject to Clause 3.2) the Client may change the exact named Users by informing Tulchan, who shall in turn inform Briefcase.news, in writing from time to time.

4.3

The Client shall ensure the safekeeping of passwords and maintain their confidentiality, and ensure that all Users do the same.

4.4

The Client shall do all it reasonably can to ensure that no one impersonates a User, and that no User shares a password with anyone.

4.5

The Client shall (and shall procure that all Users shall) inform Tulchan, who shall in turn inform Briefcase.news, in writing immediately of any unauthorised use of any password or other breach of security of which the Client becomes aware.

4.6

Tulchan or Briefcase.news may suspend the Client's or a User’s access to the Briefcase.news Service and Content if it reasonably believes there is unauthorised access. Tulchan shall inform the Client in writing if it does so.

4.7

The Client acknowledges that Tulchan and Briefcase.news shall process certain personal data about individuals (including Users) in order to operate the Briefcase.news Service and provide access to the Briefcase.news Service to the Client. That use of data is set out in writing between the Client and Tulchan.

5. Service and Warranty

5.1

Tulchan shall require Briefcase.news to use its reasonable skill and care in a professional manner to a level expected of someone reasonably competent in Briefcase.news’ industry, in its provision of the Briefcase.news Service including the way it obtains, compiles and selects and arranges the Content. However, the Client acknowledges that the Briefcase.news Service involves a digest and Briefcase.news is using its skill and judgement in doing so, including making judgement calls over what to include in the Content. If the Client has any feedback about refining the Briefcase.news Service including the choice of stories to include within the Briefcase.news Service, it shall provide such feedback to Tulchan.

5.2

Tulchan does not warrant that the Briefcase.news Service will meet the Client's or Users’ present or future specific individual needs or requirements (other than anything already agreed in writing to be provided as part of the Briefcase.news Service).

5.3

Tulchan shall require Briefcase.news to provide the Content based on Third Party Input within the Sources. Tulchan does not warrant that the Briefcase.news Service will be complete, error-free, wholly accurate or up-to-date or that it will be delivered without interruption, fault or error. The Client acknowledges that Briefcase.news is reliant on any provider of any Third Party Input and also that there may be a time delay between new Third Party Input arising and the Content being updated. If the Client is aware that any of the Content is not accurate or up-to-date, the Client shall inform Tulchan, who shall in turn inform Briefcase.news, and Tulchan shall require Briefcase.news to use its reasonable endeavours to update the Content within 24 hours of its receipt.

5.4

Tulchan shall be responsible only for providing the Briefcase.news Service as a tool for convenience. The Briefcase.news Service is not intended to be the basis to make any decision. The Client is responsible for all decisions that it makes.

5.5

It is the Client's responsibility to ensure that the Briefcase.news Service is sufficient and suitable for its purposes and meets its individual requirements.

5.6

The Briefcase.news Service is designed to provide 99% availability on Business Days to Users and Tulchan shall require Briefcase.news to use its reasonable commercial endeavours to maintain and monitor the Briefcase.news Service so that the Briefcase.news Service has 99% availability at all reasonable times on Business Days (other than maintenance). It may be necessary to suspend or restrict the Briefcase.news Service at any time for any reason including for any urgent or planned maintenance. In addition, Tulchan and Briefcase.news do not control the Internet or telecommunications systems or access to them. Accordingly, Tulchan does not warrant that the Briefcase.news Service will be uninterrupted or error-free or that it will be available at any particular speed.

5.7

The Client acknowledges that from time to time Briefcase.news may need to carry out maintenance of the Website, and that it may be necessary for access to some or all of the Website to be temporarily suspended. Tulchan shall require Briefcase.news to use its reasonable commercial endeavours to ensure maintenance is carried out outside of its normal business hours and to enable Tulchan to provide the Client with at least one Business Day’s prior written warning and with as little disruption as reasonably practicable as to the ability of the Client and Users to access the Website. Briefcase.news shall, in any event, be entitled to reasonably modify any part of the Website for any reason at any time.

5.8

If the Client discovers any issue with accessing the Content, it shall inform Tulchan, who shall in turn inform Briefcase.news, using Tulchan's normal reporting facility and providing all information reasonably required by Tulchan concerning the issue. Tulchan shall use its reasonable endeavours to respond by the corresponding time of day within two Business Days of receipt of the reported issue; and if the issue with the access is due to a reason within Briefcase.news’ control (and not, for example, general Internet or the Client's own end), Tulchan shall require Briefcase.news to use its reasonable endeavours to correct the issue as soon as reasonably practicable.

5.9

Tulchan shall require Briefcase.news to use reasonable firewall, virus and content filtering software, but Tulchan and Briefcase.news cannot guarantee 100% security and shall not have any liability for damage to, unauthorised access to, or viruses or other code that may affect, the Content or any computer equipment, software, data or other property as a result of the Client's or Users’ access. Tulchan and Briefcase.news shall also not have any liability for the actions of third parties in breaching any security measures.

5.10

Other than as provided in this Clause 5, to the fullest extent permitted by law, any warranty, guarantee, representation, condition or other term (whether express or implied by statute, common law or otherwise) is hereby excluded, in relation to the Briefcase.news Service.

6. Confidentiality

6.1

The Client shall keep and procure to be kept secret and confidential the Confidential Information and shall not use nor disclose the same save:

6.1.1

for the purposes of the proper performance of these End User Terms; or

6.1.2

as otherwise permitted by these End User Terms; or

6.1.3

with the prior written consent of Tulchan.

6.2

Where the Client discloses Confidential Information to its representative, employee, client, User, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 6. The Client shall use its reasonable endeavours to ensure that any such representative, employee, client, User, professional adviser or insurer complies with such obligations.

6.3

The obligations of confidentiality in this Clause 6 shall not extend to any matter which the Client can show:

6.3.1

is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of these End User Terms; or

6.3.2

was in its written records prior to receipt; or

6.3.3

was independently developed by it; or

6.3.4

was independently disclosed to it by a third party (and not by Briefcase.news) entitled to disclose the same.

6.4

If the Client is required to disclose the Confidential Information under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the Client may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give Tulchan as much notice thereof as practicable and notify and consult with Tulchan and, at Tulchan's request and cost, fully co-operate with and assist Tulchan in opposing any such disclosure.

6.5

The obligations of this Clause 6 shall continue after termination or expiry of the Client's receipt of the Briefcase.news Service, but in any event for a maximum of seven years from termination or expiry of the Client's receipt of the Briefcase.news Service.

7. Intellectual Property Rights

7.1

The Client acknowledges that, as between Tulchan and the Client, the legal and beneficial interest in Intellectual Property Rights relating to, or developed by Briefcase.news or its third party suppliers in connection with, the Briefcase.news Service and Content belong to Tulchan or Briefcase.news and its licensors. The Client's licence to use the Briefcase.news Service and Content is set out in Clause 3.

7.2

The Client shall permit Tulchan and Briefcase.news and their representatives at all reasonable times and on reasonable prior written warning to enter such places and inspect such equipment under the Client's control and monitor the Client's and Users' use of the Briefcase.news Service (whether remotely or not) and the Client shall fully and promptly co-operate and provide all information reasonably requested by Tulchan or Briefcase.news, to verify that the Client and Users are complying with these End User Terms and the Acceptable Use Policy and not infringing Tulchan's or Briefcase.news' or their licensors' Intellectual Property Rights.

8. Suspension and Termination

8.1

Tulchan may suspend or terminate the provision of the Briefcase.news Service and Content if at any time Briefcase.news suspends or terminates the Briefcase.news Service and Content.

8.2

Tulchan may terminate access to or use of the Briefcase.news Service by notifying the Client with immediate effect if the Client materially (or in its reasonable opinion persistently) breaches the terms of Clauses 3, 4, 6 or 7.

8.3

Upon suspension, termination or expiry of the Briefcase.news Service for any reason:

8.3.1

Briefcase.news shall cease providing the Service;

8.3.2

the Client shall immediately cease accessing the Briefcase.news Service and cease using any password in relation to the Briefcase.news Service, and procure that Users do the same; and

8.3.3

Tulchan may at its option require the Client to promptly delete the Confidential Information from any computer disks, tapes, memory, storage or other material in its possession or under its control or promptly deliver up or destroy materials and tangible items in its possession or under its control which contain any materials allowing access to the Briefcase.news Service. Tulchan may require an authorised representative of the Client to provide a written declaration, signed by an officer or other authorised individual, stating that there has been full compliance with this Clause 8.3.3.

Last version update 29 January 2020