Terms of Service

• Agreement: the Statement of Work, these Terms and the Service Description, together.
• Beatgrid Analytics: Beatgrid's online dashboard through which Deliverables are made available to the Client.
• Beatgrid Panel: the consented research panels operated by Beatgrid and its affiliates through their mobile applications, including the Panel Data collected from them.
• Client Content: creatives, media plans, impression data, store lists, survey questions and other material the Client provides for a Study.
• Credit: the unit in which Services are priced, as defined in the Service Description.
• Deliverables: the dashboards, summaries, reports and data files listed for the Client's Tier in the Service Description, as made available to the Client for a Study.
• Encoded Creative: a creative to which Beatgrid has added an audio watermark.
• Panel Data: all data collected from or about members of the Beatgrid Panel, including profile, exposure, location, app usage and survey data, in any form.
• Products: ReachBeat, BrandBeat, Footfall Beat, Tune-in Beat, the Beatgrid brand tracker and any other product listed in the Service Description.
• Service Description: the Beatgrid Service Description and Rate Card provided with the Client's proposal, at the version in force on the date of the proposal.
• Services: the measurement, research and analytics services Beatgrid performs for a Study.
• Statement of Work or SOW: a document ordering Services under these Terms, formed under clause 2.1: a signed Statement of Work, or a Beatgrid Proposal that the Client has approved in writing.
• Study: one campaign, wave and market measured under one SOW, in one Tier.
• Subscription: an annual commitment of Credits under clause 5.4.
• Tier: Essentials, Advanced, Premium or Custom, as defined in the Service Description.

2.1 Beatgrid performs the Services and makes the Deliverables available in Beatgrid Analytics for each Study as described in the SOW and the Service Description. A SOW is formed, and these Terms apply, when either (a) both parties sign a Statement of Work, or (b) the Client approves a written Beatgrid proposal or quote that states the Study, Tier, Credits and price and refers to these Terms ("Proposal") in writing, including by email, purchase order, insertion order or a message in a client portal, or by instructing Beatgrid to start. Approval of a Proposal by any of these means is acceptance of these Terms and of the Proposal as the SOW. Use of the Services or of Beatgrid Analytics, or receipt of Deliverables, is also acceptance of these Terms. These Terms apply to every Study Beatgrid performs for the Client, whether or not a Statement of Work has been signed. A verbal go-ahead is binding once Beatgrid confirms it by email and the Client does not object within two working days. Terms printed on or attached to a Client purchase order, insertion order or portal have no effect (clause 15.4).

2.2 Beatgrid grants the Client, for the term of the SOW and subject to payment, a non-exclusive, non-transferable licence to access Beatgrid Analytics and to use the Deliverables for the Client's own internal business purposes, including reporting to the advertiser named in the SOW. All rights not expressly granted are reserved.

2.3 The Client may keep and use the Deliverables after the term for its own internal purposes. Access to Beatgrid Analytics ends when the term ends.

2.4 Services rely on statistical models applied to panel samples. Results are estimates with sampling error. Where the Service Description labels a result as modelled (including all Essentials exposure beyond the metered panel), it is an estimate, not an observed measurement. Beatgrid does not warrant that any result will be achieved or that results will match any other source.

2.5 Turnaround times in the Service Description are targets, measured in working days from the date Beatgrid confirms it has received complete Client Content. They pause while Client Content is incomplete, while any invoice is overdue under clause 6.4, and during scheduled maintenance notified in advance.

3.1 The Client shall not: (a) resell, sublicense, distribute or make available Beatgrid Analytics or the Deliverables to any third party other than the advertiser named in the SOW and the Client's professional advisers; (b) copy, decompile, reverse-engineer or build a competing product from Beatgrid Analytics or the Deliverables; (c) attempt to identify any panel member or combine the Deliverables with other data for that purpose; (d) share login credentials outside the users named in the SOW; (e) use the Deliverables in advertising, case studies, award entries or public statements without Beatgrid's prior written approval, which Beatgrid will not unreasonably withhold where Beatgrid is credited as the source.

3.2 The Client is responsible for the acts of its employees, contractors and the advertiser it reports to as if they were its own.

4.1 The Client provides Client Content in the format and by the dates stated in the Service Description. Impressions stated in the SOW are taken from the media plan and determine the Tier band under clause 5.3.

4.2 The Client grants Beatgrid a licence to copy, store, fingerprint, watermark and otherwise technically process Client Content for the Services, and to retain fingerprints and watermark keys after the Study for matching and benchmarking.

4.3 Where a Tier includes watermarking, Beatgrid returns the Encoded Creative within the time stated in the Service Description. The Client is responsible for distributing the Encoded Creative to every channel it wants measured. Impressions served with a creative that is not the Encoded Creative are not deterministically measured, are not a defect, and are not refundable.

4.4 The Client warrants that it has all rights needed to provide Client Content, that Client Content complies with advertising law, and that it will not provide Beatgrid with any personal data. If personal data is provided despite this clause, the Client indemnifies Beatgrid for the consequences and Beatgrid may delete it.

4.5 Anything not listed as a Deliverable for the Client's Tier is out of scope. Additional work is an option priced in the Service Description or quoted separately, and is performed only after written confirmation in a change order or a new SOW.

5.1 Fees are stated in the SOW in Credits and in the invoicing currency. One Credit has the value stated in the Service Description. Prices exclude VAT and other indirect taxes, which the Client pays. Where the Client must withhold tax, the Client grosses up so that Beatgrid receives the full Fee.

5.2 Fees are invoiced in the currency stated in the SOW at the exchange rate fixed in the Service Description for that calendar year. The United States is quoted separately.

5.3 Advanced Tier pricing is set by the impression band of the media plan. If measured impressions exceed the planned impressions by more than 15%, the next band applies and Beatgrid invoices the difference with the final instalment.

5.4 A Subscription is an annual commitment of Credits bought in advance. Credits are drawn down per Study at list price, have no cash value, are not refundable, and expire at the end of the Subscription term except that up to 25% of unused Credits roll into the first quarter of a renewed term. Studies beyond the commitment are invoiced at list. Essentials Studies do not count toward a commitment. A Subscription runs 12 months from the first draw-down and renews only by a new SOW.

5.5 Volume partner benefits in the Service Description apply only while the quarterly commitment stated in the SOW is met and lapse automatically in any quarter in which it is not. No cash discount applies below the threshold stated in the Service Description.

6.1 Per-Study Fees are invoiced 50% on signature of the SOW and 50% on the date the Deliverables are made available in Beatgrid Analytics. For a Study or programme with a measurement period longer than eight weeks, the balance after the first 50% is invoiced in equal monthly instalments on the first of each month, the last on delivery. Subscription Fees are invoiced quarterly in advance.

6.2 Invoices are payable within 30 days of the invoice date, without set-off, deduction or withholding other than tax the Client is legally required to withhold under clause 5.1.

6.3 A Client that disputes an invoice must say so in writing, with reasons, within 14 days of the invoice date and pay the undisputed part on time. An invoice not disputed within 14 days is accepted. Acceptance of Deliverables is not a condition of payment: a Deliverable that meets the Service Description for its Tier is delivered when it is made available in Beatgrid Analytics.

6.4 Late payment. If an invoice is not paid by its due date, without any notice of default being required:

• Day 1 after the due date: interest accrues on the overdue amount at the Dutch statutory interest for commercial transactions (wettelijke handelsrente) plus 2% per year, until paid in full.
• Day 14: Beatgrid may suspend the Services and access to Beatgrid Analytics, stop all turnaround clocks and withhold Deliverables on written notice (clause 6.5).
• Day 30: a fixed administration charge of 2% of the overdue amount, with a minimum of EUR 250, is added, and the Client reimburses all reasonable collection costs, including the statutory fixed compensation.
• Day 45: Beatgrid may terminate the SOW (clause 14.3); all amounts under clauses 6 and 7 become immediately payable and any Subscription commitment falls due in full.

6.5 Suspension under clause 6.4 lasts until all overdue amounts, interest and charges are paid. Turnaround restarts from the date of payment, at Beatgrid's next available slot. Credits under a Subscription do not draw down while the Subscription invoice is unpaid. Suspension does not relieve the Client of any payment obligation.

6.6 Beatgrid may require payment in advance for a new SOW from a Client with an invoice more than 30 days overdue at the time of signing.

7.1 The Client may cancel a Study by written notice. The first instalment under clause 6.1 is non-refundable. In addition the Client pays, as a percentage of the total Fee for the Study: 50% if cancelled within the first week of the measurement period, 75% if cancelled after the first week, and 100% if cancelled after the midpoint of the measurement period, less any amount already paid.

7.2 A Subscription cannot be cancelled. On early termination of a Subscription for any reason other than Beatgrid's uncured material breach, the full remaining commitment becomes payable.

7.3 If the Client delays the start of a Study by more than 30 days after the date in the SOW, Beatgrid may reschedule it at its next available slot and the Tier turnaround restarts. A Study not started within 90 days of the SOW date is cancelled under clause 7.1.

7.4 Changes to scope, channels, markets, waves or sample are made only by a signed change order or a new SOW and are priced per the Service Description.

8.1 Beatgrid owns all right, title and interest in the Beatgrid Panel, Panel Data, Beatgrid Analytics, the Products, its methodologies, models, fingerprints, watermark technology and know-how, and in all improvements to them, whoever suggested them. Survey responses collected from panel members are Panel Data even where the questions were supplied by the Client.

8.2 The Client owns Client Content. Beatgrid uses Client Content only to perform the Services and as permitted by clause 4.2, and treats it as the Client's Confidential Information.

8.3 Deliverables are prepared for the Client and licensed to it under clause 2.2. Beatgrid retains ownership of the Deliverables and the data in them. Beatgrid may use Panel Data and de-identified results from any Study for benchmarks, norms, model calibration, product development, syndicated products and research, provided that no output identifies the Client, the advertiser or the campaign without the Client's written consent.

8.4 No row-level Panel Data is delivered to the Client. Where a Tier includes raw data files, these contain survey responses and exposure classifications per respondent with no identifier that can be linked to a panel member, and the Client shall not attempt such linkage.

8.5 Beatgrid may name the Client and the advertiser in customer lists and may publish de-identified case studies. Any quote or campaign-specific figure needs the Client's prior written approval.

9.1 Confidential Information is all non-public information a party receives from the other under the Agreement, including the terms of the SOW, pricing, Client Content, media plans and Deliverables (which are confidential to both parties).

9.2 Each party keeps the other's Confidential Information confidential, uses it only for the Agreement, and discloses it only to employees, advisers and contractors who need to know and are bound by equivalent obligations, or where required by law after notice to the other party where lawful.

9.3 Confidential Information excludes information that is public through no fault of the recipient, already lawfully held, independently developed, or received from a third party without restriction.

9.4 These obligations last five years after the end of the Agreement; for trade secrets, including Beatgrid's methodologies, for as long as they remain trade secrets. Either party may seek injunctive relief for a breach.

10.1 Beatgrid is an independent controller of Panel Data. It collects Panel Data from consenting panel members under its own privacy policies and in compliance with the GDPR and the privacy laws of each panel market. Beatgrid does not process personal data on the Client's behalf or on the Client's instructions, and no data processing agreement is required for the Services.

10.2 The Client shall not provide Beatgrid with personal data and shall not use the Deliverables to identify, profile or target any individual.

10.3 If the parties agree in a SOW that Beatgrid will process personal data provided by the Client (for example a customer list for matching), they will first sign a data processing agreement in Beatgrid's standard form, which will then govern that processing.

10.4 Beatgrid maintains technical and organisational security measures appropriate to the risk, including encryption in transit, access on a need-to-know basis and confidentiality obligations on all staff and suppliers. Beatgrid will notify the Client without undue delay of any security incident that affects Client Content or Deliverables.

11.1 Each party warrants that it is entitled to enter into the Agreement and that doing so breaches no other obligation it has.

11.2 Beatgrid warrants that it performs the Services with reasonable skill and care, in line with the Service Description, and that its collection of Panel Data complies with applicable privacy law.

11.3 The Client warrants that it has the rights needed for Client Content, that Client Content complies with applicable law, and that it will use the Deliverables only as permitted.

11.4 Except as stated in this clause, Beatgrid gives no other warranty, express or implied, including as to accuracy, completeness, merchantability or fitness for a particular purpose. Results are statistical estimates; the Client is responsible for decisions it takes on them.

12.1 The Client indemnifies Beatgrid against third-party claims, fines and costs arising from Client Content, from the Client's breach of clauses 3, 4.4 or 10.2, or from the advertiser's use of the Deliverables.

12.2 Beatgrid indemnifies the Client against third-party claims that Beatgrid Analytics or the Deliverables, used as permitted, infringe a third party's intellectual property rights. Beatgrid may remedy such a claim by modifying or replacing the affected item or, if that is not reasonably possible, by terminating the SOW and refunding Fees for Services not yet performed.

12.3 An indemnified party must notify the other promptly, allow it to control the defence and settlement, and give reasonable assistance.

13.1 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, data or anticipated savings, however arising.

13.2 Beatgrid's total liability arising out of or in connection with a SOW, in contract, tort or otherwise, is limited to the Fees paid by the Client under that SOW in the 12 months before the event giving rise to the claim. For breach of clause 9 (Confidentiality) the limit is twice that amount.

13.3 Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud, or for intent or deliberate recklessness (opzet of bewuste roekeloosheid) of a party or its managers, or any other liability that cannot be limited by law.

13.4 Beatgrid is not liable for any loss arising from modelled estimates being different from observed measurement, from un-encoded impressions under clause 4.3, from turnaround delays caused by late or incomplete Client Content, or from the Client's or the advertiser's decisions taken on the Deliverables.

13.5 No claim may be brought more than 12 months after the Deliverables for the relevant Study were made available.

14.1 Each SOW runs from signature until the Deliverables are made available and the Fees are paid, or for the Subscription term, whichever is later.

14.2 Either party may terminate a SOW on written notice if the other commits a material breach not cured within 15 days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to trade.

14.3 Beatgrid may terminate a SOW on written notice if an invoice is more than 45 days overdue after a written reminder, or if the Client breaches clause 3 or 8.4.

14.4 On termination the Client pays all Fees due for Services performed and all amounts under clause 7, access to Beatgrid Analytics ends, and each party returns or deletes the other's Confidential Information within 30 days, except that the Client may keep the Deliverables delivered and paid for, and Beatgrid keeps Panel Data and what clause 8.3 permits. Clauses 3, 5 to 9, 10.2, 12, 13, 14.4 and 15 survive.

15.1 Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations. If such an event lasts more than 30 days either party may terminate the affected SOW.

15.2 The Client may not assign the Agreement without Beatgrid's written consent, not to be unreasonably withheld for an assignment to an affiliate or a successor to its business. Beatgrid may assign to an affiliate or to a successor to its business, and may use subcontractors, remaining responsible for them.

15.3 The parties are independent contractors. Nothing creates an agency, partnership or exclusivity. The Client may buy similar services elsewhere; Beatgrid may serve the Client's competitors.

15.4 The Agreement is the entire agreement for its subject matter and replaces earlier agreements and all terms on the Client's purchase orders or vendor portals, which have no effect even if acknowledged. Amendments must be in writing and signed, or agreed in a signed SOW or change order. Beatgrid may publish a new version of these Terms; it applies to SOWs signed after its effective date.

15.5 Notices are given by email to the addresses in the SOW and are effective on the next working day. Beatgrid's address for notices is legal@beatgridmedia.com.

15.6 If a provision is unenforceable the rest remains in force and the provision is applied to the maximum extent permitted. No waiver is effective unless in writing.

15.7 Dutch law governs the Agreement, excluding its conflict-of-law rules and the Vienna Sales Convention. The courts of The Hague have exclusive jurisdiction, except that Beatgrid may bring a claim for unpaid Fees in the courts of the Client's seat.

15.8 These Terms are published at beatgrid.co/terms-of-use, where each dated version is archived. The version applicable to a SOW is the version published on the date of the proposal or SOW, unless the SOW states another version.