1 Definitions

1.1 “Sentori” is a trading name of Colony101 UK Limited, a company registered in England with number 4391221 and whose registered office is at 97 Mostyn Road, London, SW19 3LW.

1.2 “The Customer” shall hereinafter mean the Person, Organisation, Association, Company, or Body with whom Sentori has been contracted to supply goods or services, or to whom the offer to supply goods or services has been made, or from whom an order to supply goods or services is accepted, or to whom goods or services are being or have been supplied.

1.3 “In Writing” shall hereinafter mean any form of written facsimile or electronic communication that can reasonably be assumed to have been sent by the first party to the second party and that can reasonably be assumed to have been received by the second party.
1.4 The “Sentori System” shall hereinafter mean the software application designed to manage online marketing campaigns delivering messages by email, SMS text message, and social media channels, and which is accessed by Customers using an Internet connection on what is commonly called an Application Service Provision (ASP) basis.
1.5 A “Sentori Account” shall hereinafter mean the database of contacts and marketing data used to prepare and send messages. Data held in one account is not available in another account. Access to the Sentori System is granted at the Account level.

2 Recitals

2.1 Sentori provides its Customers with access to the Sentori System which they use to manage online marketing campaigns and electronic communication activities. Messages may be delivered by the following channels email, SMS text and social media channels such as Twitter, Facebook, LinkedIn and Google Plus.
2.2 Additionally, it provides its Customers with consultancy services primarily but not exclusively in the areas of online marketing strategy and the design and construction of online communication materials.

3 General

3.1 These Terms and Conditions shall apply whenever Sentori supplies or offers to supply goods or services to the Customer or accepts an order from the Customer to supply goods or services.
3.2 These Terms and Condition may only be modified with Sentori’s explicit consent In Writing in which case any of these terms not specifically modified shall continue with full effect.
3.3 These Terms and Conditions cannot be modified or overridden by any terms or conditions mentioned on the Customer’s order, or by the Customer’s terms of business.
3.4 These Terms and Conditions may be varied from time to time by Sentori publishing new or altered Terms and Conditions on the Sentori System. The new or altered terms shall apply from the date of such publication.

4 Acceptance of Orders

4.1 Sentori will accept as a valid Customer order any instruction or request whether verbal or otherwise made by The Customer or by any person who might reasonably be assumed to have the Customer’s authority to make such an order.
4.2 If the Customer cancels or modifies an order for any reason, then the Customer shall be liable for the full price of all goods and services supplied or in progress prior to Sentori receiving written cancellation or modification plus any and all other direct costs incurred by Sentori in relation to the order.

5 Customer Obligations

Limitations on Usages

5.1 A Customer may have one or more Sentori Accounts. Each such Account is designated for the sending of messages on behalf of a single Person, Organisation, Association, Company, Partnership or Body which is hereinafter called the Account Holder. Sentori accounts cannot be used to send messages from more than one Person, Organisation, Association, Company, Partnership or Body without the express permission of Sentori.
5.2 A Sentori account may only be used to send messages for and on behalf of the Account Holder. Sentori Accounts may not be used to prepare or send messages for or on behalf of a third party or any organisation other than the designated Account Holder. This restriction applies in all cases irrespective of whether the Customer has made a charge to the third party for such activity.
5.3 Message content may promote the activities or services of a third party but in such cases, it must be clear to the recipient that the Account Holder is recommending the third party. Such messages are hereinafter called Partner Promotions.
5.4 Should an Account Holder wish to send a Partner Promotion the following conditions apply.
5.4.1 The branding and styling (including colours, fonts, logos, strap lines etc.) of the message must be in-line with the standard message branding used by the Account Holder.
5.4.2 A logo for the service being promoted may be included but this must be no larger than the logo and/or branding of the Account Holder, and this must be positioned subsidiary to the logo and/or branding of the Account Holder.
5.4.3 The recipient must be able to identify easily that the message is coming from the Account Holder whom they gave permission to send them marketing messages.
5.5 Should any message be sent using a Sentori Account which fails to conform to the obligations relating to Partner Promotion then such message will be considered an Unsolicited Marketing Message, and the penalty provisions relating to such messages will apply. Additionally, a charge will be made to the client for sending the Partner Promotion Message at the same rate as would have applied if a new Sentori Account had been opened for the purposes of sending the message.
5.6 Customers considering sending Partner Promotion Messages are advised to contact the Sentori Support team in advance by emailing help@sentori.co.uk for general advice, and for an assessment of whether the proposed campaign is acceptable under these Terms and Conditions. Sentori have prepared some examples of how Partner Promotion Messages might be prepared. These examples are for general guidance only, are not necessarily definitive and do not form part of the terms and conditions of business.

Unsolicited Marketing Messages

5.7 Sentori does not allow Unsolicited Marketing Messages, which are commonly called Spam, to be sent using the Sentori System. Customers must familiarise themselves with Sentori’s policy on Spam which is available for inspection on the Sentori website. This spam policy means that:
5.7.1 Every person whose contact details are loaded into the Sentori System must have given their permission to be contacted by the Customer using electronic means, and messages must not be sent to contacts without their prior permission.
5.7.2 Contact lists which have been purchased, rented, or otherwise acquired from a third party may not be loaded into the Sentori System, and messages may not be sent to such lists. This condition applies in all cases including the case where the list provider represents the list as being opted in.
5.7.3 Contact data which has been harvested by from public websites, or acquired by email appending services or similar services, cannot be used in the Sentori System. The publication of an email address or mobile phone number does not represent an open invitation to use those details for messages sent using Sentori.
5.8 Where possible we track and log the number of abuse complaints made by message recipients. Typically, but not exclusively such complaints are made by recipients clicking the spam button in their email client and by using the feedback loops that ISPs provide. This enables us to calculate an abuse rate as a percentage of messages sent.
5.9 Any customer campaigns yielding an abuse rate above 0.1% will be investigated by Sentori’s support staff. Repeated abuse rates above 0.1% will result in the summary suspension and possible termination of the account.
5.10 Should a single message generate an abuse rate at or above 0.5% this will result, at our discretion, in the immediate termination of the account.
5.11 Should a Customer be identified as sending Spam messages then Sentori may at its discretion close all that Customer’s Sentori Accounts. A claim may also be made to the Customer for any expenses and/or loss of income incurred by Sentori because of such spam messages being sent as this can cause an interference in our ability to send messages generally.
5.12 Message Content
5.12.1 For email messages, the email address from which messages are sent, including the associated Friendly Name, must clearly identify the Account Holder. It is however allowed to use an email address representing a specific member of the Account Holder’s staff.
5.12.2 Customers must not send or prepare to send messages which include the following:
5.12.3 Content that is unlawful, malicious, obscene or which cannot be substantiated.
5.12.4 Content that is designed to spread hate against any kind of religious, ethnic, racial or minority group.
5.12.5 Content that could cause harm to minors or the vulnerable.
5.13 Content or images for which they do not hold the copyright (or have a right to use) or which infringes another’s patent, trademark, or other rights.
5.14 Any material or computer code that could cause damage to the recipient’s computer or any data stored on their computer or to any system over which the message was being delivered.

Customers must do the following:

5.15 Operate within the laws of the United Kingdom regarding the sending of marketing messages.
5.16 Operate within the laws of the Country or Territory into which messages are sent when such messages are sent outside the United Kingdom.
5.17 All messages sent to an external audience (i.e., contacts other than the staff of the sending organisation) must provide a mechanism for the contact to unsubscribe from receiving further messages.
5.18 Deal with any replies or responses in messages in a timely and professional manner.
5.19 The Customer will ensure that its published communications privacy policy includes an appropriate section which states that behavioural analysis is undertaken by the analysis of interactions with messages including but not limited to the tracking of messages opened and hyperlinks followed.

Account Access

5.20 The Customer is responsible for controlling user access to their Sentori Accounts. The Customer must ensure that all users to whom they grant access are advised of the importance of using a secure password and keeping such passwords confidential.
5.21 It is not allowed for users of the Sentori System to share passwords or use generic user accounts.

6 Sentori Obligations

6.1 Sentori will make its best efforts to send messages queued on the Sentori System at the time requested by the Customer however Sentori cannot guarantee that messages will all be sent at the requested time.
6.2 From time-to-time it may be necessary to interrupt the Sentori System service to carry out planned essential maintenance or carry out upgrades. Such periods of service unavailability will be kept to a minimum. Customers will be advised at least 24 hours in advance of any planned service interruption by the posting of notice of such work on the Sentori Service. Additionally, further information on downtime will be made available via our Twitter account (@sentoriapp).
6.3 From time-to-time it may be necessary to interrupt the Sentori System service to carry out emergency repairs, correct software errors or address security threats. In such circumstances it may not be possible to give advance notice, but every effort will be made to ensure that periods of system unavailability will be kept to the absolute minimum consistent with ensuring such corrective activity is carried out to the appropriate professional standard.
6.4 Sentori will use their best endeavours to ensure that all computers used to provide the Sentori Service are properly secured against unauthorised access and virus attack, are maintained to high standards, and that the latest security patches are applied promptly to operating systems.
6.5 Sentori will use their best endeavours to safeguard the data that is uploaded onto our servers. Data backups will be taken at least once in every 24 hours.
6.6 Sentori will not use the data uploaded for any purpose or pass it to any third party without your express written instructions. Data uploaded to the ASP server is owned solely by the Customer who has sole rights. We store such data based on a data processing agency.
6.7 At the Customer’s specific request, or at the end of the contract, Sentori will delete all copies of the Customer’s data.

7 Sentori and the GDPR

7.1 For the purposes of the terms and conditions the “Data Protection Legislation” means until 25 May 2018 the Data Protection Act 1998 and as from 25 May 2018 the EU General Data Protection Regulation, and any UK statute, regulations or secondary legislation supplementing or replacing the DPA or the GDPR, or otherwise regulating data protection, in each case as amended or updated from time to time, and any expressions defined in the Data Protection Legislation. The terms of this Policy Statement will be incorporated into Sentori’s Terms and Conditions of use of their Email Marketing Application. Colony101 UK Ltd t/a Sentori Email Marketing (Sentori) we will act as a data processor in relation to personal data relating to your Contacts for which you are the data controller (Contact Data) and in respect of which you use the Sentori Application and/or our Services and we will comply with our obligations under the Data Protection Legislation accordingly. The Customer is the data controller under the Data Protection Legislation in respect of any Contact Data that we process or access while providing our services. The Contact Data is derived from data provided by you and is not checked or monitored by us and, accordingly, we have no liability or responsibility whatsoever howsoever arising directly or indirectly to you for the accuracy, contents, or use of such Contact Data.

Customer Obligations

7.2 As our customer we require that:
7.3 You have obtained or collected the Contact Data lawfully, fairly and in a transparent manner, and in the case of future data, you will obtain or collect the same manner.
7.3.1 You had a lawful basis, whether based on the consent of the Data Subject or on the processing being necessary for the purposes of the legitimate interests pursued by the data controller for obtaining or collecting the existing Contact Data and will have such a lawful basis for obtaining or collecting any future Contact Data, and you have kept, and will keep, proper records of that lawful basis.
7.3.2 In the case of Contact Data for which the lawful basis is based on the consent of the Data Subject, you have complied with the conditions required under the Data Protection Laws for the giving of a valid consent by the Data Subject.
7.3.3 You will fulfil with your obligations under the Data Protection Legislation to provide the Data Subject with any information relating to the processing of Contact Data which you are required to provide.
7.3.4 All Contact Data will be, adequate, relevant, and limited to what is necessary in relation to the purposes for which they are to be processed.
7.3.5 You will ensure that Contact Data is, accurate and, where necessary, kept up to date.

Sentori Obligations

7.4 Save where, for operational reasons, we share data with a third party processor who provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Legislation, and agrees to adhere to substantially the same or similar confidentiality and data protection provisions, as set out here Sentori will not disclose any Contact Data to any business, organisation or individual without your knowledge, unless required or permitted to do so by applicable law. We warrant that to the extent that we process any Contact Data shall:
7.4.1 Process the Contact Data only on your written instructions, unless required to do so by applicable laws, and notify you immediately if we believe that any of your instructions violate the Data Protection Legislation; and
7.4.2 Ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Contact Data and against its accidental loss or destruction or damage; and
7.4.3 Use appropriate measures to ensure the confidentiality, integrity, availability and resilience of our systems and services, to ensure that availability of and access to the Contact Data can be restored in a timely manner after an incident, and regularly assess and evaluate the effectiveness of the technical and organisational measures adopted by us; and
7.4.4 Ensure that all our personnel who have access to and/or process the Contact Data are obliged to keep it confidential; and
7.4.5 Assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, personal breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
7.4.6 Notify you without undue delay, and in any event within 24 hours, on becoming aware of a data breach with respect to any of the Contact Data; and
7.4.7 Update, amend or correct the Contact Data on your or your customers’ written request including deleting temporary files containing the Contact Data; and
7.4.8 Cancel, block access to or delete any of the Contact Data on your written request, unless we are required by applicable laws to retain and/or store the Contact Data and then only for the required period; and
7.4.9 Maintain and make available to you on request complete and accurate records (as required by the Data Protection Legislation) of our processing of Contact Data and all information necessary to demonstrate our compliance with this clause; and
7.4.10 At your written request, provide you with a copy of the Contact Data that you have provided to us.
7.4.11 We will not transfer any Contact Data outside of the European Economic Area and, if the United Kingdom is no longer part of the European Economic Area, outside of the United Kingdom unless the transfer is to a country that is a member of the European Union unless the transfer is to a country which for the purposes of the Data Protection Legislation is recognised as ensuring an adequate level of protection We perform back-ups of data in accordance with good industry standards and you are likewise responsible for backing up your data and for implementing disaster recovery in accordance with good computing industry practice. Sentori reserves the right to delete any Contact Data which has not been edited or used to send an email message for a period of more than six (6) months.

8 Billing for Sentori

8.1 All Customers will be allocated to a Price Plan which will be notified to them on opening an account. This Price Plan will specify the fees payable at various levels of system usage, the billing currency, and the frequency of billing.
8.2 Fees will be billed periodically in advance.
8.3 Should a Customer wish to use the Sentori System to send email messages then the following special billing conditions apply:
8.3.1 A Customer’s Price Plan will specify the level of fees applicable based on the number of Subscribed Contacts stored in the database of a Sentori Account.
8.3.2 Subscribed Contacts is the number of contacts that are useable in the account. It therefore excludes contacts who are identified as having a bad email address, who are unsubscribed or who are in the suppression list.
8.3.3 Fees are quoted in bands which specify the number of contacts at which a certain fee starts to apply and the highest number of contacts to which that fee applies. These are the Price Bands of the plan.
8.3.4 The Customer may use the Sentori system to send an unlimited number of email messages to its contacts subject to fair usage.
8.3.5 Fees will apply whether the Customer sends any email messages in a particular month and whether the account is accessed in a particular month.
8.3.6 Should the number of contacts in the account change then the Customer’s Fee level will be automatically changed either upwards or downwards to the appropriate Band in the Price Plan. The Customer will be notified of such upgrade in writing at the end of the billing period by the issue of a supplementary invoice to cover the difference in fees between the amount paid and the amount which would have been charged for the higher price band.
8.4 Should a Customer wish to use Sentori to send SMS Text messages then the following special billing conditions apply:
8.4.1 A monthly account fee will apply for using the SMS feature which includes the provision of a number to allow SMS Text messages to be responded to. The currently applicable fee rate is published on the Sentori Help website.
8.4.2 SMS Text message Sending Credits must be ordered and paid for in advance before any messages can be sent.
8.4.3 The minimum number of SMS credits that can be purchased at any one time is five hundred, and SMS credits can only be purchased in multiples of five hundred. The currently applicable fee rate is published on the Sentori Help website.
8.4.4 An SMS message may be exceed the maximum number of characters allowed for a single SMS Text message and this will result in multiple linked SMS Text messages being sent. Should this happen the number of sending credits deducted following the send will equal the total number of SMS Text messages used to deliver the message.
8.4.5 Should a Customer use more sending credits than are available on the account, thus creating an Overspend, a supplementary invoice will be issued. The number of SMS Credits shown on the invoice will be sufficient to cover the Overspend in multiples of the minimum purchase quantity specified above.
8.5 The Customer may cancel their subscription to the Sentori System at any time by giving notice In Writing of such intention to Sentori. The Customer will be liable for subscription fees up to the end of the month in which such notice was received.

9 Help Desk Services

9.1 Customers may request assistance regarding the operation of the Sentori System by contacting the Help Desk by email. The help desk is operated from 09:00 to 17:00 Monday to Friday excluding UK public holidays.
9.2 Requests for assistance to the Help Desk will be dealt with promptly and it is Sentori’s objective to make a first response to such request within 3 hours.
9.3 Should a problem be identified as being due to misuse of the Sentori System or HTML code developed or modified by a third party or content copied in which contains invalid or proprietary mark-up then a charge may be made to the Customer for the investigation and correction of such a problem.

10 Billing for Consultancy Services

10.1 Consultancy fees will be charged to the customer based on Sentori’s current hourly charge out rate which will be advertised to the Customer before the start of any consultancy project.

11 Trials of the Sentori System

11.1 Sentori may at its discretion open a Sentori Account free of charge (a €˜Free Trial Account’) for a prospective customer (a €˜Prospect’) to enable them to carry out an evaluation of the Sentori System. All references to a Customer in these Terms and Conditions will apply to a Prospect.
11.2 Free Trial Accounts are opened on the basis that the Prospect is evaluating the system prior to a decision about the suitability of Sentori. Clauses 10.1 to 10.4 apply exclusively to these free trial accounts.
11.3 Unless otherwise expressly stated the account will be free to use for 30 days following the date of opening of the account. If the account is used to send messages beyond 30 days, then the Prospect will be considered a Customer, and normal account charges will apply.
11.4 Unless otherwise expressly stated the following limitations on usage apply to a Free Trial Accounts:
11.4.1 Accounts can have a maximum of five thousand emailable contacts in the database.
11.4.2 A maximum of 10,000 emails can be sent during the period of the trial.

12 Data Retention

12.1 Unless otherwise as specified in 12.2 and 12.3 data in a Sentori Account will be retained for as long as the account remains open. For the sake of clarity, contact records are retained indefinitely.
12.2 Groupings of contacts known as ‘Upload Groups’ will be retained in the Sentori application for one year from the time of uploading. After one year the group will be removed but the individual contact records themselves will be retained.
12.3 Records of a contacts interactions with an email will be retained for 18 months from the date of the email being sent. Individual contact records will not be affected.
12.4 Records relating to Event Attendees and Event Attendee Addition Groups will be retained for 18 months from the date of an Event.

13 Publicity

13.1 Sentori shall have the right, without further reference to the Customer, to publicise the fact that the Customer is, or was, a Customer and to utilise the Customer’s name in publicity materials in this respect. We may also describe in general terms the type of work conducted for the Customer.

14 Limitation of liability

14.1 Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of Sentori is limited to the value of the contract with the Customer or the value of the loss whichever is the smaller. Sentori accepts no liability for the consequences of its information, opinions, and advice, whether direct or indirect.

15 Force Majeure

15.1 Whilst Sentori will use its best endeavours to perform contracted services for the client as ordered, Sentori will not be responsible for any delays or failure to complete the contract which is beyond Sentori’s control, and which could not have been reasonably predicted.
15.2 Where the delay caused by third party events outside either party’s control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and Sentori will be entitled to recover any costs already incurred.

16 Jurisdiction

16.1 Any disputes or claims shall be governed by and construed in accordance with English law and the jurisdiction of the English courts.