Content Contributor Terms
2023 (Version 2.0)
Thank you for offering your content to be published on the Barclays Eagle Labs Channels. Barclays Eagle Labs Channels aims to provide relevant content to founders and the wider entrepreneurial ecosystem, either as an author or through curating relevant content from publishers and partners. By submitting content to the Eagle Labs team, you agree that such content will be subject to these Terms.
In these Terms, references to “Us”, “Our” and “We” are to Barclays Bank UK PLC. Reference to “You” and “Your” are to you.
Provision of Contributor Content
- You will provide us with content that you would like to be eligible for publication via the Eagle Labs Channels (that include the Eagle Labs website, digital Platform (once launched), social media channels and newsletters), including videos, podcasts, written content, infographics and other digital content (“Contributor Content”). All Contributor Content provided by You to Us will be covered by these Terms.
- Once the Contributor Content has been made available to Us, We will notify you which pieces of Contributor Content are acceptable for publication on the Eagle Labs Channels.
Our use of the Contributor Content
- You acknowledge that Barclays will have ultimate editorial responsibility for the Contributor Content published on the Eagle Labs Channels and that Barclays may publish or remove Contributor Content from the Eagle Labs Channels at any time once made available to Us by You.
- Once Barclays has approved the relevant Contributor Content for publication, it will load the content on to the Eagle Labs Channels. You will not make any announcements in connection with the Eagle Labs Channels or the above proposed contribution, until the relevant Contributor Content has been published by Us on the Eagle Labs Channels.
- You will provide us with accurate details of the authors of each piece of Contributor Content (the “Contributing Authors”). Barclays will attribute each such author in accordance with such details when publishing the Contributor Content (the “Attribution”).
- You must comply with the following content requirements when providing Contributor Content to Us:
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- Subject to Barclays’ agreement, Contributor Content may include details that direct Eagle Labs readers to browse more relevant content on Your website, or to find out more about the subject of the piece of Contributor Content, and in such case You will provide a live hyperlink within the Contributor Content;
- Contributor Content should not contain anything that is unlawful or abusive in any way, including, but not limited to, anything that is defamatory, libellous, pornographic, obscene, threatening, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offence, infringe the rights of any party (including Intellectual Property Rights), or give rise to liability or violation of any applicable law; and
- Contributor Content should be true, fair and not misleading and you must have received express permission from those featured or quoted in the content for their details and information to be included.
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- You will use reasonable endeavours to provide up to date and accurate Contributor Content. If required changes to the Contributor Content are identified, You will contact the Eagle Labs team as soon as possible and if necessary, update the relevant Contributor Content.
Confidentiality
- No confidential or commercially sensitive information will be disclosed by You within any Contributor Content or as part of these Terms.
Data Privacy
- You agree and acknowledge that the factual circumstances dictate their respective designation as a controller or processor (each given the meaning provided in the General Data Protection Regulation EU/2016/679 (“GDPR”)). Notwithstanding the foregoing, each party anticipates that they shall each act as autonomous controllers of the Personal Data.
- Notwithstanding the remaining provisions hereof, You hereby warrant and represent that to the extent you provide Barclays with any Personal Data You shall comply with all Data Protection Legislation and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the relevant Data Protection Legislation.
- You represent and warrant that for each piece of Contributor Content you provide to Us, You have collected all necessary consents, provided all necessary notices and done all such other things as are required under the Data Protection Legislation for:
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- the disclosure to Barclays of any Personal Data including any special category personal data (as defined in the GDPR); and
- publication by Barclays of any Personal Data including any special category personal data (as defined in the GDPR); and
- any Processing of Personal Data by Barclays for the purposes of the services provided under these Terms.
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- You shall provide Contributor Authors with Barclays’ privacy policy available at the following link: https://labs.uk.barclays/privacy-policy or you can request a copy from us.
- You shall notify Barclays promptly upon receiving a request for information, claim, complaint or allegation relating to Barclays’ compliance with the Data Protection Legislation in relation to the Personal Data (the “Enquiry”), and the Content Contributor shall provide Barclays with all such assistance in dealing with and responding to such Enquiry as Barclays shall reasonably request.
Intellectual Property Rights
- Other than as set out in these Terms, You shall not be entitled to use any of Barclays’ Intellectual Property Rights and shall not permit any third party to use such rights without the express written consent of Barclays, in its absolute discretion, and always in accordance with this paragraph 14.
- You hereby grant to Barclays a non-exclusive, worldwide, revocable, royalty-free, sub-licensable licence, to use all Intellectual Property Rights in (i) the Contributor Content for use on the Eagle Labs Channels , and (ii) Your business name and logos where required for the purposes of the Attribution.
- We shall ensure that piece of Contributor Content published on the Eagle Labs Channels shall bear the relevant Attribution, which the Content Contributor confirms will be sufficient to identify the author of the Contributor Content for the purposes of the moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988.
Warranties
- You warrant and undertake on an ongoing basis that the Contributor Content: (i) is Your original work or that the owner of such content has expressly permits You to grant the licence granted to Us in paragraph s and (ii) does not violate and will not violate the rights of any third party (including any Intellectual Property Rights, right of publicity, right of privacy, or any proprietary right).
- By submitting Contributor Content, you acknowledge and agree that We may create our own ideas that may be, or may obtain submissions that may be, similar or identical to Contributor Content you submit. You agree that You shall have no recourse against Us for any alleged or actual infringement in the Contributor Content you submit.
- You warrant and represent on an ongoing basis that: (i) You have full authority to grant the licences granted by these Terms; (ii) You have created, or will create, the Contributor Content with all due skill, care and diligence and in accordance with Good Industry Practice (and will procure the same from Contributing Authors); (iii) the provision of Contributor Content under these Terms does not infringe any Intellectual Property Rights of any third party (including Contributing Authors); and (vi) other than the relevant Attribution, any moral rights arising in connection with the Contributing Author have been waived by the Contributing Authors prior to delivery to Us.
- You shall at all times whether during or after termination or expiry of these Terms indemnify and keep indemnified the Indemnified Parties against all losses suffered by, incurred by or awarded against the Indemnified Parties or which are agreed by Barclays (or the relevant Indemnified Party) to be paid by way of settlement or compromise, arising out of or in relation to:
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- any infringement or alleged infringement of any Intellectual Property Rights of any third party as a result of Barclays' (or the relevant Indemnified Party’s) receipt or use of the Contributor Content or its use or possession of Intellectual Property Rights provided or otherwise made available to Barclays (or the relevant Indemnified Party) by You; and/or
- any negligent or wilful act or omission made by You, Your employees, agents or contractors or Contributing Authors in creating and delivering the Contributor Content,
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whether or not such losses were foreseeable at the date of delivery of the relevant Contributor Content.
Liability
- Neither party limits or excludes its liability (i) for any deceit, theft, fraud or fraudulent misrepresentation by it, or its Personnel; (ii) for death or personal injury caused by its negligence; (iii) under paragraphs 14 - 16 (Intellectual Property Rights); (iv) breach of paragraph 8 (Confidentiality); (v) breach of paragraphs 9-13 (Data Privacy); or (vi) to the extent such limitation or exclusion is not permitted by law.
- Subject to paragraph21, the maximum aggregate liability of each party to the other shall in respect of each default be limited to £100.
- Subject to paragraphs 21 and 22, neither party will be liable to the other party for any indirect or consequential loss or damage including any indirect loss of business or profits, in each case whether arising from negligence, breach of contract or otherwise.
Term & Termination
- These Terms will remain in effect from the date of acceptance by You until termination by either You or Us (the “Term”). Either party may terminate these Terms at any time by giving the other party not less than 7 days’ prior written notice.
- The following events shall allow either party to terminate these Terms, in whole or in part, with immediate effect on giving written notice to the other party: (i) material breach of these Terms (being a single event or a series of events which are together a material breach) which is either not capable of being remedied, or, if the breach is capable of being remedied, the defaulting party fails to remedy such breach within 30 days of receiving written notice requiring it to do so; or (ii) either party is affected by an Insolvency Event.
- On termination of these Terms in accordance with paragraphs 24 or 25: We shall remove the Contributor Content from the Eagle Labs Channels and shall return or destroy it as soon as practicable.
- The termination of these Terms for any reason shall not affect any provision of these Terms which is expressed to survive or operate in the event of expiry or termination and shall be without prejudice to the provisions of paragraphs 6 and 8-16 and to any rights of either party which may have accrued by, at or up to the date of such expiry or termination.
General
- The following capitalised terms have the following meanings in these Terms:
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- “Affiliate” means, in relation to a party to these Terms, any person or entity Controlling, Controlled by or under common Control with such party, for the time being;
- “Barclays Group” means Barclays and each Affiliate of Barclays;
- “Control” means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership of the board of directors, agreement or otherwise and, in any event and without limitation of the foregoing, any entity owning more than thirty percent (30%) of the voting securities of a second entity shall be deemed to control that second entity. The terms Controlling and Controlled shall have a corresponding meaning;
- “Data Protection Legislation” means, to the extent applicable to these Terms, any order, decree, binding judgement of the court or statutory instrument including the GDPR, the EU Directive on Privacy and Electronic Communications 2002/58/EC, Commission decisions and guidance and all national implementing legislation, and all other applicable Laws, regulations and guidance (including codes of conduct) produced by a competent data privacy authority, relating to data protection and privacy applicable to the data processing activities of the relevant party;
- “GDPR” means the EU General Data Protection Regulation EU/2016/679;
- “Good Industry Practice” means, in relation to any undertaking and any circumstances, the exercise of the highest degree of skill, diligence, prudence and foresight and operating practice that would reasonably be expected from a highly skilled and experienced person engaged in the same type of undertaking and under the same or similar circumstances as those envisaged by these Terms;
- “Indemnified Parties” means Barclays and each other member of the Barclays Group and their respective officers, directors, employees, contractors, agents, representatives, successors and assigns and Indemnified Party shall be construed accordingly;
- “Intellectual Property Rights” means patents, trade marks, service marks, logos, trade names and business names, copyright (including future copyright), database rights, rights in and to confidential information (including know how, business methods, data and trade secrets) and all other intellectual property rights, in each case subsisting or pending at any time in any part of the world;
- “Insolvency Event” means one or more of the following events: (a) an administrator, administrative receiver, receiver or manager, liquidator or similar officer is appointed in respect of the whole or any part of the other party’s assets and/or a winding up petition is issued against a party; (b) a party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors; (c) a party is unable to pay its debts as they fall due; or (d) any similar or analogous event takes place;
- “Personal Data” has the meaning given to it in the GDPR to the extent that it applies to these Terns and the parties processing of such personal data under these Terms;
- “Process” has the meaning given to that term by GDPR and the terms Processing and Processed shall have corresponding meanings;
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- Governing Law & Jurisdiction: These Terms and any non-contractual obligations arising out of or in relation to this letter shall be governed by and will be interpreted in accordance with English law. All disputes arising out of or relating to this letter or any non-contractual obligations arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the English courts.
- Variation, assignment and novation: No variation to these Terms shall be valid unless it is in writing and signed by each party. You cannot assign, novate or transfer any of Your rights or obligations, or delegate Your performance, under these Terms without Our prior written consent.
- Third party rights: A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
- No partnership or agency: Nothing in these Terms shall be deemed to constitute a partnership between the parties, nor constitute either party the agent of the other party for any purpose.
- Waiver: Delay in exercising, or failure to exercise, any right or remedy in connection with these Terms shall not operate as a waiver of that right or remedy.
- Severability: If any term of these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any of these Terms or, the legality, validity or enforceability in other jurisdictions of that or any other provision of these Terms.
- Further assurances: Each party shall, at the request and cost and expense of the other party, sign all documents and do all other acts, which may be necessary to give full effect to these Terms.
- Relationship of the parties: No part of these Terms is intended to create or record any employment, partnership, joint-venture, agency or other such relationship between You and Us, any of your employees or contractors, or any Contributing Authors.
- Entire agreement: These Terms constitute the entire agreement and understanding between Us and You in respect of the matters set out in these Terms and supersedes any previous contract, proposal, representation or understanding. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.