Terms of Service

This document makes references to:

We, our or us – by which we mean Localistico Ltd, a UK-based company registered in Companies House with number 09121600
You or your – the agent or business whose name appears on the order form, welcome note or invoice for our Services
Agreement – these conditions together with any other agreement for products and services you have signed for with us
Venue – each of the representations of a business physical locations. A venue groups profiles with common attributes like name, address or phone number
The Venue owner – the customer or business who owns the right to modify details for their Venues

It is a lot of text to read but we tried our best to make it as understandable as possible. If you have any questions or comments about this page, please contact us and we’ll do our best to help

Our Agreement

This Terms of Service regulate our Agreement in which we would provide Services to you. Our Services include information, materials and tools to help you report on and/or manage information and analytics about Venues across various sources and local listing Platforms (collectively referred to as “the Platforms”)

You agree to enable us to act on your behalf and on behalf of the Venue owner towards the Platforms or other third parties that may be involved in the fulfilling of these Services.

You must be able to provide proof that you own the right to modify details for your business Venues. In the case of you acting as an agent you must be able to provide proof that you have already obtained permission from the Venue owner to act on their behalf. That permission must have been given in a way that can be delegated to us and that implies their approval of these Terms and Conditions.

General terms

This Agreement will begin on the day you sign up for our Services. Unless otherwise specified, Service fees will be charged on a pre-pay basis on the day you sign up and will cover the use of the specific service chosen for a monthly or annual subscription period as indicated in your invoice or other communication done to you when joining. Fees are not refundable.

For renewable subscriptions, unless otherwise specified and if you haven’t cancelled before the end of the applicable subscription period, your subscription will automatically renew and you authorise us to collect the then-applicable period subscription fee for the Service (as well as any applicable taxes or other amounts required by any governmental entity) using any credit card or other payment mechanism we have on record for you.

Termination

You can cancel your Service subscription any time from the relevant section in your Service dashboard or by contacting us.

When you cancel, your access to the Service will still be available until your existing subscription period expires. For example, if you sign up at the beginning of the month for a monthly subscription, then cancel mid month, you’ll still be able to access the Service until the end of the month.

We may terminate your access and registration to the Service with or without notice effective immediately, for any reason, including a failure by you to comply with any part of this Agreement.

Some of our Services may provide you with the ability to upload certain information, text, or materials (the “User Content”). With respect to User Content you submit or otherwise make available in connection with your use of the Services, and subject to the Privacy Policy, you grant us a fully transferable, worldwide, perpetual, royalty-free and non-exclusive license to use, distribute, sublicense, reproduce, modify, adapt, publicly perform and publicly display such User Content, as well as to share it with the Platforms (subject to the Platforms terms).

To the extent that you provide User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide and use User Content and permit us to use such User Content as provided above; (b) such User Content is accurate and reasonably complete; and (c) such User Content does not and will not infringe or misappropriate any third party rights (including without limitation privacy, publicity, intellectual property and any other proprietary rights, such as copyright, trademark and patent rights) or constitute a fraudulent statement or misrepresentation or unfair business practice.

We may also provide you with the ability to upload or send information to us regarding the Services themselves (“Feedback”). By submitting the Feedback, you hereby grant us an irrevocable license to use, disclose, reproduce, distribute, sublicense, prepare derivative works of, publicly perform and publicly display any such submission.

Changes

We reserve the right, at our sole discretion, to modify or replace any part of this Agreement or the Service itself (including offering new features for the Service, the release of new tools and resources or the change of existing features). We will notify you via email of any substantial changes made to this Agreement. What constitutes a substantial change to the agreement will be determined by us at our sole discretion. You shall be responsible for reviewing and becoming familiar with such changes. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. If you have any doubts about Agreement changes please contact us by email.

Confidentiality

Each party undertakes that it shall not at any time 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 below.

Each party may disclose the other party’s confidential information:

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 or in connection with 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 the provisions of this confidentiality section; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

Data Protection

Where you utilise our services which enable you to view, analyse and track customer comments, feedback and other customer content, where this information is deemed to be Personal Data, we both agree to adhere to the terms of the Data Processing Policy below.

Limitation of liability

You are responsible of providing accurate information and, if acting as an agent, to request the Venue Owner’s permission when needed – any liabilities that could arise from not doing so will be solely under your responsibility.

Neither party limits its liability (if any) to the other for: personal injury or death resulting from negligence; fraud; or any matter for which it would be illegal to exclude or to attempt to exclude its liability.

Subject to this limitation of liability section, our total aggregate liability to you under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused will be limited to the amount of fees paid in the previous 12 months from such claim arising.

We will not be under any liability to the other for any of the following types of losses (whether those losses arise directly in the normal course of business or otherwise): pure economic loss; loss of profits; loss of or damage to materials stored in goods supplied; loss of business; loss of revenue; loss of contract; loss or depletion of goodwill and/or business opportunity; loss of anticipated earnings or savings or like loss; wasted management, operational or other time; or any special, indirect or consequential losses.

For features of the Services depending on the use of third party content, services and Platforms (some of which may require the Customer to accept additional terms and which may be subject to additional fees), we exclude responsibility for any issues or changes in such third party content, services and Platforms. We are not responsible about what parts of the details about the Business and the Venues are represented, nor how the details are presented, in those third party content, services and Platforms.

Our Service may include hyperlinks to sites maintained or controlled by others. We are not responsible for nor do we routinely screen, approve, review or endorse the contents of or use of any of the products or services that may be offered at these sites.

Requirements / Set-up

For the adequate delivery of the service, we require some information from you including:

A list of all the locations to be added to our platform and their related information (subject to format requirements);
An initial review by you or an authorised representative of the location information for validation before any our published to mapping and local platforms; and,
Optionally, some services may require some verification or credentials to check that the information on the locations is provided on your behalf. As we act as an agent, we will require you or an authorised representative to provide that verification at times either by email or entered directly into our platform.

Our customer support team will be available to help get this information throughout the setup process if needed via our ticketing system and by email at support@localistico.com

Privacy

You understand that any personal information you submit to us will be treated in the manner described in our Privacy Policy (as published in our site) or under our Data Processing Policy below.

Marketing

You grant us the right to use your name and service marks in our marketing materials or other oral, electronic, or written promotions, which shall include naming you as a client of us and a brief scope of services provided. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party in writing and such approval shall not be unreasonably withheld.

Law

This Agreement is governed and construed in accordance with the laws of England.

Complaints

If you have a complaint, please contact us. We will do our best to fix your issues. You or we may bring legal proceedings in a court in the UK to resolve a dispute under this Agreement. But let’s hope it doesn’t get to that.

Contacting us

For any questions or inquiries, you can contact us either by email at contact@localistico.com or by post at our registered address.

1. Data Processing Policy

“Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Processor” shall each have the meanings given in the applicable Data Protection Legislation.

“Data Protection Legislation” means the European Union’s General Data Protection Regulation (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including where applicable the mandatory guidance and codes of practice issued by the United Kingdom’s Information Commissioner.

Although we both acknowledge that the Data Protection Legislation shall ultimately determine status, we are both of the view that Localistico are a Data Processor under this Agreement and is processing Personal Data on your behalf as a Data Controller.

1.1 Paragraphs 1.1 – 1.5 of this Data Processing Policy shall apply if and to the extent that the Processor processes any Personal Data on the Controller’s behalf when performing its obligations under this Agreement.

1.2 Each party acknowledges that:

1.2.1 The Data Processor may receive Personal Data from the Data Controller relating to customer reviews, customer sentiment and other feedback in relation to various products or services which Data Processor requires into order to provide the Services.

1.2.2 the processing shall continue, subject to paragraph 1.3.5 of this Data Processing Policy for the duration of this Agreement;

1.2.3 the processing concerns the content of communications between the Data Controller’s Customers and the internet users accessing the Data Controller’s website and other websites which the Data Controller may receive data from.

1.3 The Processor shall:

1.3.1 process the Personal Data only to the extent necessary for the purposes of performing its obligations under the Agreement and otherwise in accordance with the documented instructions of the Controller and applicable laws;

1.3.2 not process the Personal Data in any country outside the European Economic Area without the prior written consent of the Controller;

1.3.3 ensure that all persons authorised by it to process the Personal Data are committed to confidentiality or are under a statutory obligation of confidentiality under applicable law;

1.3.4 have at all times during the term of the Agreement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect any Personal Data, with particular regard to its accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access;

1.3.5 subject to paragraph 1.3.8 of this Data Processing Policy, not engage another Processor of the Personal Data without the prior written authorisation of the Controller, and where the Processor does engage another Processor, the same information and obligations as are set out in paragraphs 1.1 – 1.2.3 of this Data Processing Policy shall be imposed by the Processor on the other Processor in a written contract and the Processor shall remain fully liable to the Controller for the performance of the other Processor’s data protection obligations;

1.3.6 at the Controller’s election, delete or return all Personal Data to the Controller, and delete all existing copies unless applicable law requires their retention;

1.3.7 make available to the Controller all information reasonably necessary to demonstrate compliance with the obligations set out in this clause, and allow for and contribute to audits, including inspections, conducted by the Controller or its representative; and

1.3.8 without undue delay after becoming aware of a Personal Data Breach, notify the Controller.

1.4 Where the Processor adds or replaces other Processors, it shall first inform the Controller of the intended change, thereby giving the controller the opportunity to object to such changes.

1.5 Notwithstanding clause 1.4, by agreeing to the terms of this Agreement, the Controller hereby authorises and approve the use of the following Sub-Processors of the Processor:

1.5.1 Hosting provider (AWS)

1.6 The Processor acknowledges that the Controller is under certain record keeping obligations under the Data Protection Legislation, and agrees to provide the Controller with all reasonable assistance and information required by the Controller to satisfy such record keeping obligations.

2. Obligations of the Controller

2.1 The Controller shall:

2.1.1 have at all times during the term of this Agreement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect any Personal Data;

2.1.2 provide clear and comprehensible written instructions to the Processor for the Processing of Personal Data to be carried out under this Agreement;

2.1.3 ensure that it has all the necessary licences, permissions and consents from Data Subjects;

2.1.4 ensure that it has an applicable legal basis, for the transfer of Personal Data to the Processor and to the processing of that Personal Data by the Processor; and

2.1.5 indemnify on demand and defend the Processor against all loss, liability, damages, costs, fees, claims and expenses which the Processor may incur or suffer by reason of any breach of this Data Processing Policy or the Data Protection Legislation by the Controller.

last updated: May 21st 2018