IMPORTANT - PLEASE READ CAREFULLY

These terms and conditions ("Terms") govern your use of the Pulse service ("Service"). These Terms form a legally binding agreement between Bright Sites Consulting Limited ("we", "us", "our" or the "Supplier") and the entity identified in the Order Form ("you", "your" or the "Customer").

By signing an Order Form that references these Terms or by using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.

We may update these Terms from time to time in accordance with clause 13.6. Your continued use of the Service following any such update constitutes your acceptance of the revised Terms.

These Terms were last updated on 05/02/2025.

1. TERM AND TERMINATION

   1. This Agreement shall commence on the Start Date set out in the Order Form and shall continue for an initial period of twelve (12) months (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive periods of twelve (12) months each (each a "Renewal Term"), unless terminated in accordance with this clause.
   2. Either party may terminate this Agreement by giving not less than ninety (90) days' written notice to the other party prior to the expiry of the Initial Term or any Renewal Term. Such termination shall take effect at the end of the Initial Term or relevant Renewal Term during which notice is given.
   3. For the avoidance of doubt, where notice is given under this clause, the Agreement shall continue in full force and effect until the end of the Initial Term or relevant Renewal Term during which the notice was given, and the Customer shall remain liable for all Fees due during this period.

2. FEES AND PAYMENT

   1. The Customer shall pay the Fees set out in the Order Form to the Supplier. Unless otherwise specified in the Order Form, the Supplier shall raise invoices on the first day of each month and the Customer shall pay all invoices within 14 days of the invoice date.
   2. The Supplier may increase the Fees on each anniversary of the Start Date by giving not less than sixty (60) days' prior written notice to the Customer. Any such increase shall not exceed the percentage increase in the Retail Prices Index over the preceding 12-month period plus 3%.
   3. If the Customer objects to any Fee increase, it may terminate this Agreement by giving not less than thirty (30) days' written notice to the Supplier, such notice to expire on or before the date the Fee increase is due to take effect. During such notice period, the Fees payable shall remain unchanged.
   4. All amounts payable by the Customer under this Agreement are exclusive of value added tax, which shall be paid by the Customer at the prevailing rate.
   5. The Customer shall pay all invoices within thirty (30) days of the date of the invoice and without set off or deduction.
   6. Without prejudice to any other rights or remedies of the Supplier: (a) if the Customer fails to make any payment due to the Supplier under this Agreement by the due date for payment, then the Supplier may charge interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount; and (b) if any amount due under this Agreement remains unpaid for 14 days after its due date, the Supplier may suspend access to the Service until payment has been made in full.
   7. The Supplier shall provide the Customer with not less than 48 hours' notice before suspending the Service under clause 2.6(b).

3. SERVICE PROVISION AND ACCESS

   1. The Supplier shall provide the Customer with access to the Service in accordance with this Agreement and the Order Form.
   2. The Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Service during the Term solely for the Customer's internal business operations.
   3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and shall promptly notify the Supplier in the event of any such unauthorised access or use.
   4. The Customer's access to the Service shall be limited to the number of Authorised Users specified in the Order Form. The Customer may add additional Authorised Users during the Term subject to payment of the additional fees set out in the Order Form.
   5. Access to the Service is permitted solely by means of the user authentication credentials issued by the Supplier. The Customer shall ensure that all user authentication credentials are kept secure and confidential and are used only by the Authorised User to whom they are assigned.
   6. The Supplier reserves the right to monitor the Customer's use of the Service to ensure compliance with this Agreement and to improve the Service.
   7. The Customer acknowledges and agrees that: (a) the Service is hosted in Dublin, Ireland; (b) the Service and Customer Data will be processed and stored in Ireland; and (c) network latency may occur due to the geographical location of the servers.
   8. The Service uses strictly necessary cookies to store user login information including email address, name, assigned roles, login history and service account details. Details of cookie usage are set out in the Privacy Policy at [insert URL].
   9. The Service integrates third-party services, including but not limited to Google Analytics, Google Search Console, SERP API, and Amazon Web Services (collectively, "Third-Party Services"). The Customer acknowledges that these Third-Party Services are necessary for the provision of the Service and that their availability or functionality may impact the Service.
   10. The Supplier shall ensure that its use of Third-Party Services complies with applicable data protection laws, including UK GDPR, where such services process personal data on behalf of the Customer. The Supplier shall implement appropriate safeguards for any personal data transfers outside the UK, where required.
   11. The Customer acknowledges that: (a) the Supplier does not control the operation, availability, or terms of Third-Party Services; (b) the Supplier is not responsible for any modification, suspension, or discontinuation of Third-Party Services; and (c) changes to Third-Party Services may affect the availability, performance, or features of the Service.
   12. The Supplier shall not be liable for any loss, damage, or claims arising from: (a) any unavailability, performance issues, or security vulnerabilities of Third-Party Services; (b) any changes to Third-Party Services that affect the Service's functionality; or (c) any actions, errors, or omissions of Third-Party Service providers. This clause 3.12 does not exclude or limit the Supplier's liability to the extent that such exclusion or limitation would be unlawful under applicable data protection laws, including UK GDPR.

4. CUSTOMER OBLIGATIONS

   1. The Customer shall provide the Supplier with all necessary co-operation and access to such information as may be required by the Supplier in order to provide the Service, including granting access to the Customer's Google Analytics and Search Console accounts for analysis of article historical data and search history data.
   2. The Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement and shall ensure that its use of the Service does not infringe any third party rights.
   3. The Customer shall not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; (c) access all or any part of the Service in order to build a product or service which competes with the Service; (d) use the Service to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party.
   4. The Customer shall ensure that the Authorised Users use the Service in accordance with this Agreement and shall be responsible for any Authorised User's breach of this Agreement.
   5. The Customer shall be responsible for procuring and maintaining its network connections and telecommunications links necessary to access and use the Service, and for all problems, conditions, delays, delivery failures and costs arising from or relating to such network connections or telecommunications links.

5. DATA AND INTELLECTUAL PROPERTY

   1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
   2. The Supplier shall process Customer Data solely in accordance with this Agreement and the Customer's written instructions, save where required to do so by applicable law.
   3. The Supplier shall follow its standard archival procedures for Customer Data as notified to the Customer. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up.
   4. The Customer grants the Supplier a non-exclusive, royalty-free licence to process Customer Data for the purposes of: (a) providing the Service; (b) generating content and publishing suggestions; (c) calculating performance metrics and opportunity scores; and (d) improving and developing the Service.
   5. All intellectual property rights in the Service and any modifications, improvements or derivatives thereof shall be owned by the Supplier. Nothing in this Agreement shall be construed as transferring any intellectual property rights from the Supplier to the Customer.
   6. The Customer acknowledges that any content suggestions, headlines, or other recommendations generated by the Service are provided for guidance only, and the Customer remains solely responsible for all content decisions and publications made using the Service.

6. SERVICE LEVELS AND SUPPORT

   1. The Service is provided "as is" and "as available" without warranty of any kind for the Term specified in the Order Form. The Supplier makes no warranties, representations, or guarantees regarding the Service's availability, reliability, functionality, or suitability for the Customer's purposes. The Supplier reserves the right to modify the Service during the Term upon notice to the Customer.
   2. The Supplier shall be entitled to suspend the Service immediately on notice to the Customer if: (a) the Customer's use of the Service exceeds any usage limitations specified in the Order Form; or (b) the Customer is in breach of clause 3.

7. CONFIDIENTIALITY

   1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.
   2. Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. For the purposes of this clause 7, confidential information includes but is not limited to: (a) the terms of this Agreement; (b) Customer Data; (c) details of the Service including algorithms, methodologies and performance metrics; (d) business plans, strategies and forecasts; and (e) technical or commercial know-how, specifications, inventions, processes or initiatives.
   4. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under this Agreement.
   5. Notwithstanding the above, the Supplier may identify the Customer as a client and use the Customer's name and logo on the Supplier's website and in its marketing materials.
   6. The obligations in this clause 7 shall survive termination of this Agreement for a period of three years.

8. WARRANTIES AND DISCLAIMERS

   1. The Supplier warrants that: (a) it has the right, power and authority to enter into and perform its obligations under this Agreement; (b) it shall provide the Service with reasonable skill and care; (c) it shall use commercially reasonable endeavours to ensure that the Service is provided free of viruses and other malicious code; and (d) it shall comply with all applicable laws in providing the Service.
   2. The Customer warrants that: (a) it has the right, power and authority to enter into and perform its obligations under this Agreement; (b) it owns or has all necessary rights, consents and permissions to submit the Customer Data to the Service; and (c) the Customer Data will not infringe any third party rights or contain any unlawful material.
   3. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
   4. The Service is provided "as is" and "as available" for the Term. Without limiting clause 8.3, the Supplier makes no warranties, representations or guarantees regarding: (a) the Service being uninterrupted or error-free; (b) the Service meeting the Customer's requirements; (c) the accuracy, reliability or completeness of any content, suggestions, predictions or results generated by the Service, which may contain errors due to the artificial intelligence technology used; or (d) the Service being compatible with third party software or services. The Customer is solely responsible for reviewing, verifying and validating all results before use, and the Supplier shall not be liable for any losses arising from inaccuracies or the Customer's reliance on results without appropriate validation.
   5. The Customer acknowledges that the Service is a tool to assist with content planning and that all decisions regarding content creation and publication remain the sole responsibility of the Customer.

9. LIABILITY

   1. Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any indemnity given under this Agreement; or (d) any other liability which cannot be limited or excluded by applicable law.
   2. Subject to clause 9.1, neither party shall be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss of use or corruption of software, data or information; or (g) any indirect or consequential loss.
   3. Subject to clauses 9.1 and 9.2, each party's total aggregate liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by the Customer in the twelve (12) month period immediately preceding the date on which the claim arose.
   4. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier arising out of or in connection with: (a) the Customer's breach of clause 3; (b) the Customer's breach of clause 4.3; or (c) any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Customer Data.

10. FORCE MAJEURE

    1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots; (d) nuclear, chemical or biological contamination; (e) any law or action taken by a government or public authority; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) interruption or failure of utility service; or (i) third party internet service; (j) cyber-attacks or other malicious acts of third parties.
    2. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
    3. If the period of delay or non-performance continues for more than 30 days, the party not affected may terminate this Agreement by giving 14 days' written notice to the affected party.
    4. The party affected by a force majeure event shall: (a) as soon as reasonably practicable after the start of the force majeure event, notify the other party of the event, its likely duration, and its anticipated effect on the ability to perform its obligations; and (b) use reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations.

11. TERMINATION

    1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (b) the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business; or (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
    2. On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) the Customer shall immediately pay any outstanding unpaid invoices and interest due; (c) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

12. DATA PROTECTION

    1. Both parties shall comply with their respective obligations under Data Protection Legislation. In this clause, "Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018 and all applicable laws relating to the processing of personal data and privacy.
    2. The Service uses JavaScript cookies and tracking technologies to analyse the Customer's website visitor interactions (“Visitor Data”) and provide the Customer with:(a) real-time data analysis;(b) real-time content recommendations optimized for digital platforms;(c) audience insights and recommendations;(d) AI-driven content suggestions, alerts, and optimisations; and(e) event planning features based on past trends and AI predictions.
    3. The Customer acknowledges that: (a) the Supplier processes Visitor Data solely for the purposes of providing the Service; (b) the Supplier does not control the end-user experience or consent mechanisms on the Customer's website; and (c) the Customer is responsible for ensuring compliance with applicable data protection and privacy laws, including obtaining any necessary end-user consent under PECR and UK GDPR before tracking is enabled.
    4. Where personal data is processed relating to the Visitor Data, the parties agree that: (a) the Customer acts as the data controller and the Supplier acts as the data processor; (b) the Customer shall ensure that it has a lawful basis for processing under UK GDPR; (c) where required, the Supplier shall implement appropriate safeguards for any international data transfers; and (d) the Supplier shall process personal data only in accordance with the Customer's documented instructions, unless required to do so by law.
    5. The Supplier shall not be liable for the Customer's failure to obtain valid end-user consent before using tracking technologies, nor for any claims, fines, or penalties arising from the Customer's non-compliance with PECR, UK GDPR, or other applicable data protection laws.
    6. The parties acknowledge that for the purposes of the Data Protection Legislation: (a) the Customer is the controller and the Supplier is the processor of any personal data relating to the Customer's Authorised Users; and (b) the Supplier is the controller of any personal data relating to the Customer's employees, agents and contractors who interact with the Supplier in connection with this Agreement; collectively the “Customer Data”.
    7. In relation to Customer and Visitor Data, the Supplier shall: (a) process Customer and Visitor Data only on the documented instructions of the Customer, including with regard to transfers outside the UK; (b) ensure that persons authorised to process Customer and Visitor Data are subject to appropriate confidentiality obligations; (c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; (d) assist the Customer in responding to requests from data subjects; (e) assist the Customer in ensuring compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities; (f) notify the Customer without undue delay after becoming aware of a personal data breach; (g) at the Customer's choice, delete or return all Customer and Visitor Data to the Customer after the end of the provision of services relating to processing; and (h) make available to the Customer all information necessary to demonstrate compliance with this clause.
    8. The Customer provides its general authorisation for the Supplier to engage sub-processors to handle Customer and Visitor Data. The Supplier shall: (a) maintain an up-to-date list of its sub-processors; (b) inform the Customer of any intended changes concerning the addition or replacement of sub-processors; and (c) ensure that any sub-processor it engages is subject to equivalent data protection obligations as set out in this clause.
    9. In relation to Customer Data, the Supplier shall: (a) process such data only for the purposes of providing the Service, managing the business relationship with the Customer, and sending service-related communications; (b) provide appropriate privacy information to the individuals concerned; and (c) implement appropriate security measures to protect such data.
    10. Each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Legislation, and shall make such information available to any supervisory authority on request.
    11. The parties acknowledge and agree that: (a) the Service is hosted in Dublin, Ireland; (b) the Customer hereby authorises the Supplier to transfer Customer and Visitor Data from the UK to Ireland for the purposes of providing the Service; (c) such transfers are permitted under UK Data Protection Legislation as the European Commission has determined that Ireland ensures an adequate level of protection for personal data; and (d) if the adequacy status of Ireland changes, the Supplier shall implement such additional measures as may be required to ensure compliant transfers of Customer and Visitor Data.
    12. Prior to the relevant sub-processor carrying out any processing activities in respect of the Customer and Visitor Data, the Supplier shall ensure each sub-processor is appointed under a written contract containing materially the same obligations as this clause 12 (including those obligations relating to sufficient guarantees to implement appropriate technical and organisational measures, and the Supplier will remain fully liable for all acts and missions of each Sub-Processor as if they were its own.

13. GENERAL

    1. Assignment and other dealings: Except as expressly provided in our Agreement, the Supplier may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under our Agreement. Except as expressly permitted by our Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under our Agreement (including the licence rights granted), in whole or in part, without the Supplier's prior written consent
    2. Notices: (a) Any notice given to a party under or in connection with this Agreement shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business; or (ii) sent by email to the address specified in the Order Form. (b) Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
    3. Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
    4. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    5. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    6. The Supplier may amend these Terms from time to time by giving at least 30 days' notice to the Customer. If any amendment to these Terms materially reduces the features or functionality of the Service or the Customer's rights under these Terms, the Customer may terminate this Agreement by giving 30 days' written notice to the Supplier, such notice to be given within 30 days of the Supplier's amendment notice. If the Customer gives no such notice of termination, the Customer shall be deemed to have accepted the amendments.
    7. Governing Law and Jurisdiction: Notwithstanding the hosting of the Service in Ireland, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.