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General Terms & Conditions
Regulatory Alignment and Good Practice
These Conditions are designed to reflect current law and established commercial practice in the United Kingdom. EGIL may update them from time to time to reflect changes in applicable law, regulation or binding regulatory requirements.
Nothing in these Conditions requires either party to comply with legislation before it comes into force. Where a legal or regulatory change materially affects the Services, the parties shall act in good faith to agree any necessary adjustment.
By signing a Booking Form that incorporates these Conditions, the Buyer agrees to be bound by them.
1. DEFINITIONS AND INTERPRETATION
1) 'Conditions' means the terms and conditions set out in this document.
2) 'EGIL' means Executive Grapevine International Ltd, company number 2789779, whose registered office is at Gate House, Fretherne Road, Welwyn Garden City, AL8 6NS, United Kingdom.
3) 'Buyer' means the firm, company or other business party with which EGIL contracts.
4) 'Booking Form' means a written or electronic booking form, order confirmation or statement of work issued or accepted by EGIL that describes the Services.
5) 'Contract' means the legally binding agreement between EGIL and the Buyer comprising the Booking Form, these Conditions and any document expressly incorporated into either of them.
6) 'Goods' means any goods supplied by EGIL in connection with the Services.
7) 'Services' means the services specified in the Booking Form.
8) 'Agent' means an individual, company or organisation authorised to act for a party in connection with the Contract.
9) 'Database' means the databases created, maintained or licensed by EGIL and made available to the Buyer to the extent expressly stated in the Contract.
10) 'Data Protection Legislation' means all applicable laws relating to privacy, data protection and electronic communications, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data (Use and Access) Act 2025 and, where applicable, the EU GDPR, together with legally binding amendments and replacement legislation.
11) 'Data Protection Terms' means the expressions Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing and Special Category Data, each of which has the meaning given in the applicable Data Protection Legislation.
12) 'IPRs' means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and other intellectual property rights throughout the world, whether registered or unregistered, including renewals and extensions.
13) 'Marks' means all trade marks, service marks, trade names, logos and other branding of EGIL or its licensors.
14) 'Data' means any database, list, Account Engagement Signal, Named High-Engagement Signal, Qualified Response or other information supplied or made available by EGIL to the Buyer under the Contract.
15) 'Content and Asset Guidelines' means EGIL's content, asset, editorial and delivery guidelines provided to the Buyer, as updated from time to time.
16) 'Account Engagement Signal' means aggregated or company-level information indicating engagement by professionals associated with an organisation, which does not directly identify an individual.
17) 'Named High-Engagement Signal' means limited professional information relating to an identifiable registered reader whose engagement with clearly identified Partner Content has met the criteria stated in the Booking Form or Data Sharing Schedule. It indicates professional content engagement and is not an enquiry, recommendation, purchase intention or request to be contacted.
18) 'Qualified Response' means an individual who has taken an affirmative action, such as requesting content, registering for an activity or asking to be contacted, in circumstances where their details may lawfully be supplied to the Buyer.
19) 'Partner Content' means content or resources that clearly identify the Buyer as the commercial partner associated with that content.
20) 'Permitted Purpose' means the limited purpose stated in the Booking Form or Data Sharing Schedule for which Data may be used by the Buyer.
21) 'Data Sharing Schedule' means the data-sharing terms issued by EGIL for a Service involving Personal Data, Account Engagement Signals, Named High-Engagement Signals or Qualified Responses.
22) 'Buyer Materials' means all copy, creative, data, instructions, branding and other materials supplied by or for the Buyer.
23) 'Business Day' means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2. PRICE AND PAYMENT
1) The Buyer shall pay for the Goods and Services at the times and in the manner specified in the Booking Form.
2) Unless expressly agreed otherwise in writing, EGIL shall invoice in advance of delivery.
3) Where the Booking Form does not state payment terms, invoices are payable in full within 14 days of the invoice date. The Buyer may not deduct or set off any amount unless required by law.
4) The Buyer shall provide a valid purchase order number where its accounts procedures require one. Absence or delay of a purchase order does not postpone payment where the Buyer has entered into the Contract.
5) EGIL may correct a typographical, clerical or calculation error in a Booking Form, quotation or invoice. Prices exclude VAT, which is payable at the prevailing rate where applicable.
6) Orders below £500 must be supported by valid credit or debit card details unless EGIL agrees otherwise. EGIL may require advance payment, card security or alternative payment terms for a new Buyer or where reasonably required to manage credit risk.
7) Website payments may be made by debit or credit card through Stripe or another secure payment provider. EGIL does not store complete card details.
3. PAYMENT STRUCTURE AND COMMERCIAL TERMS
1) Any discounted, volume-based or preferential pricing is conditional on payment in accordance with the Contract.
2) If the Buyer does not comply with the agreed payment terms, EGIL may withdraw a discount, apply revised pricing or re-invoice at the standard rate, to the extent stated in the Booking Form or notified before the relevant Service is delivered.
3) Where EGIL agrees to instalments or staged payments, it may apply a surcharge, revised pricing or remove a discount to reflect the extended terms. Any adjustment must be notified in advance and recorded in the Contract.
4) Where the Buyer requests split, staged or extended invoicing after entering the Contract, EGIL may apply a surcharge of up to 5 per cent or otherwise adjust the pricing to reflect additional administration and credit risk.
5) The Buyer may not vary, defer or extend payment terms without EGIL's prior written agreement.
4. LATE PAYMENT AND ENFORCEMENT
1) Payment obligations are a material term of the Contract. Failure to pay an undisputed amount when due is a material breach.
2) EGIL may suspend or withhold Services where an undisputed payment is overdue and shall not be liable for delay or non-performance caused by that suspension.
3) EGIL is not required to continue or complete the Services until all undisputed overdue amounts are paid in full.
4) Interest accrues on overdue amounts from the due date until payment, whether before or after judgment, at 8 per cent per annum above the base rate of HSBC Bank plc.
5) EGIL reserves its rights to statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
6) EGIL may recover fixed compensation and its reasonable costs of recovering overdue sums, including legal fees and third-party collection charges, to the extent permitted by law.
7) Failure to comply with an instalment schedule entitles EGIL to demand all outstanding amounts, suspend Services and withdraw any discount attached to that schedule.
5. INVOICE DISPUTES
1) The Buyer must notify EGIL in writing of an invoice dispute within 14 days of receipt and provide reasonable details of the dispute.
2) Any undisputed part of an invoice remains payable in accordance with the Contract.
3) Failure to raise a dispute within 14 days does not remove either party's legal rights, but interest and compensation may continue to accrue on any amount ultimately found to be due.
6. PAYMENT TERMS BY BUSINESS SIZE
1) Where the Buyer is a large business and EGIL qualifies as a smaller supplier, EGIL's policy is that payment periods should not exceed 60 days from the invoice date unless expressly agreed in writing and permitted by law.
2) EGIL may determine and approve payment terms case by case and is not obliged to agree to an extension.
7. THIRD-PARTY CHARGES AND CREDIT CONTROL
1) The Buyer shall pay any third-party charges expressly identified in the Booking Form or approved by the Buyer in writing.
2) If the Buyer no longer meets EGIL's reasonable credit requirements, EGIL may require advance payment, impose a credit limit, amend future payment terms or suspend undelivered Services to manage the credit risk.
8. TERMINATION CANCELLATION AND REFUNDS
1) EGIL may terminate the Contract immediately by written notice if the Buyer commits a material breach that cannot be remedied or fails to remedy a remediable material breach within seven days after written notice. Either party may terminate immediately if the other enters insolvency or an analogous process.
2) On termination, all amounts properly due for Services delivered, work performed, third-party costs incurred and non-cancellable commitments become immediately payable.
3) Where cancellation, delay or under-delivery results from the Buyer's failure to supply adequate, accurate, timely or usable materials, approvals, information or instructions, EGIL may invoice for Services performed, marketing activity undertaken, third-party costs and non-cancellable commitments. Any prepaid balance remaining after those deductions shall be dealt with as stated in the Booking Form.
4) Once the Buyer has signed or otherwise accepted a Booking Form, it may not cancel the Contract unless EGIL agrees in writing. Unless the Booking Form states otherwise, the full Contract price remains payable, subject to EGIL taking reasonable steps to mitigate avoidable loss.
5) Termination does not affect accrued rights, remedies or liabilities and does not relieve the Buyer of payment obligations that arose before termination.
6) EGIL may suspend Services while a material breach is being remedied.
9. EGIL OBLIGATIONS
1) EGIL shall provide the Goods and Services with reasonable care and skill and materially in accordance with the Contract.
2) Acceptance of advertising, sponsorship or commercial content does not determine editorial profile data, ranking or coverage in EGIL publications.
3) EGIL shall use commercially reasonable efforts to meet delivery dates. Unless expressly guaranteed in the Booking Form, dates, volumes, audience estimates, engagement levels and performance projections are estimates only and time is not of the essence.
4) EGIL may reject, suspend or remove material that it reasonably considers unlawful, misleading, infringing, technically unsafe or inconsistent with its published editorial or content standards.
10. BUYER OBLIGATIONS CONTENT DELIVERY AND CAMPAIGN DELAYS
1) The Buyer shall supply all Buyer Materials, approvals and instructions required for the Services within the timescales specified by EGIL.
2) Buyer Materials must comply with the Content and Asset Guidelines and all applicable legal, regulatory and industry requirements. Those Guidelines form part of the Contract.
3) EGIL may refuse, reject, suspend or request amendments to Buyer Materials that are late, incomplete, misleading, unlawful, non-compliant, technically defective or reasonably unsuitable for publication or distribution.
4) EGIL is not liable for failure to meet a date, volume or estimate to the extent caused by the Buyer's delay, omission or failure to provide suitable Buyer Materials, approvals or instructions.
5) No refund, credit, extension or price reduction is due to the extent delay, suspension or under-delivery results from the Buyer's act or omission.
6) If Buyer Materials are not supplied on time or do not meet the required standards, EGIL may reasonably substitute formats or inventory, reschedule or suspend delivery, revise indicative assumptions or agree an alternative with the Buyer.
7) An amendment requested after delivery begins may be treated as a variation and may result in revised timings, assumptions or charges.
8) Performance and deliverability depend on audience availability, market conditions, targeting scope, timing, competing activity and the suitability of Buyer Materials.
9) Restrictive targeting may reduce reachable inventory, response volume, engagement or scale.
10) EGIL may recommend reasonable changes to targeting, timing, format, inventory or delivery assumptions.
11) The Buyer's refusal of a reasonable recommendation does not constitute a failure by EGIL where the original requirement is not reasonably deliverable.
12) Pre-contract audience estimates, projections, viability assessments and campaign assumptions are indicative unless the Booking Form expressly states that they are guaranteed.
11. DATA PROTECTION ELECTRONIC PRIVACY AND DATA USE
1) Each party shall comply with the Data Protection Legislation in connection with its Processing under the Contract.
2) Where EGIL supplies Personal Data, a Qualified Response or a Named High-Engagement Signal to the Buyer, each party acts as an independent Controller for its own Processing. Neither party acts as the Processor, agent or joint Controller of the other unless expressly agreed in a separate written agreement.
3) Each party shall identify, document and maintain an appropriate lawful basis for its Processing. Where a party relies on legitimate interests, it shall complete and retain an appropriate assessment before beginning the relevant Processing. Nothing in the Contract guarantees that legitimate interests applies in every circumstance.
4) The Buyer may use Data only for the Permitted Purpose and in accordance with the Booking Form and applicable Data Sharing Schedule.
5) The Buyer shall not:
(a) sell, license, transfer, disclose or make the Data available to another person except to authorised personnel and service providers who need it for the Permitted Purpose and are bound by appropriate written obligations;
(b) use the Data for unrelated marketing, advertising, recruitment, profiling, eligibility decisions or any purpose not stated in the Contract;
(c) combine the Data with other information to infer Special Category Data or other sensitive or private characteristics;
(d) treat a Named High-Engagement Signal as evidence that the individual requested contact, intends to purchase, recommends the Buyer or has agreed to receive unrestricted marketing;
(e) use detailed reading behaviour to infer an individual's health, ethnicity, religion, political opinions, trade union membership, sexual life or orientation, or another sensitive characteristic;
(f) retain the Data beyond the period stated in the Booking Form or Data Sharing Schedule;
(g) contact an individual after the individual has objected, opted out or requested that contact stop;
(h) attempt to reverse-engineer or identify individuals from an Account Engagement Signal; or
(i) use the Data to train an artificial intelligence or machine-learning model without EGIL's prior written agreement and an independently established lawful basis.
6) A Named High-Engagement Signal may be used only for proportionate business-to-business communication directly related to the professional-interest category supplied by EGIL. Unless the Booking Form states otherwise, the Buyer must make its first contact within 30 days of delivery and must not make more than three contact attempts without a response.
7) Any communication using a Named High-Engagement Signal must identify the Buyer, explain that the information was provided by HR Grapevine, be relevant to the supplied professional-interest category and provide a simple means of objecting to further communication.
8) The Buyer shall provide individuals with the privacy information required by Data Protection Legislation, including the source, purposes, lawful basis, retention and rights information. Where required, it must do so at first communication and within the applicable statutory period.
9) Neither party shall transfer Personal Data outside the United Kingdom, or permit it to be accessed from another jurisdiction, unless the transfer complies with Data Protection Legislation and appropriate safeguards are in place, including an adequacy regulation, the UK International Data Transfer Agreement or the UK Addendum to approved Standard Contractual Clauses where required.
10) Each party shall maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful Processing and accidental loss, destruction, damage or disclosure.
11) The Buyer shall notify EGIL without undue delay, and where practicable within 24 hours, of any Personal Data Breach, regulatory enquiry, complaint, objection or rights request relating to Personal Data supplied by EGIL. The parties shall provide reasonable assistance to one another in responding.
12) The Buyer shall retain a Named High-Engagement Signal only for the period stated in the Booking Form or Data Sharing Schedule. Unless stated otherwise, that period shall not exceed 90 days. On expiry, the Buyer shall securely delete the signal unless continued retention is required by law or a direct business relationship has been established with the individual on an appropriate lawful basis.
13) EGIL may suspend delivery or require the Buyer to stop using Data where EGIL reasonably believes that the Buyer has breached this section, a Data Sharing Schedule or Data Protection Legislation.
14) The supply and use of Account Engagement Signals, Named High-Engagement Signals and Qualified Responses is also governed by the applicable Data Sharing Schedule and Booking Form. If there is a conflict, the Data Sharing Schedule takes precedence in relation to Processing Personal Data.
15) The Buyer shall keep reasonable records demonstrating compliance with this section and, on reasonable notice, provide information necessary for EGIL to investigate a substantiated complaint, security incident or suspected misuse.
16) The Buyer is responsible for ensuring that its electronic communications comply with PECR and any equivalent applicable rules. Receipt of Data from EGIL does not itself constitute consent to electronic marketing.
17) Neither party shall knowingly use engagement with Partner Content to create or disclose Special Category Data unless a lawful basis under Article 6 and a separate condition under Article 9 have been identified and documented. Unless expressly agreed following specialist review, EGIL will not supply Special Category Data as part of a Named High-Engagement Signal.
12. WARRANTIES AND LIMITATION OF LIABILITY
1) Each party warrants that it has authority to enter into the Contract.
2) Except as expressly stated in the Contract, EGIL gives no warranty as to campaign performance, commercial outcome, conversion or sales success.
3) Nothing limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.
4) Subject to paragraph 3), neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated saving or goodwill.
5) Subject to paragraph 3), EGIL's aggregate liability arising from the Contract shall not exceed the total price paid or payable for the affected Services.
6) EGIL is not liable for the Buyer's breach of Data Protection Legislation, misuse of Data, unlawful communication or breach of the Contract.
7) The Buyer shall indemnify EGIL against third-party claims, regulatory costs and reasonable losses arising directly from the Buyer's unlawful use of Data, breach of section 11 or use of Buyer Materials, except to the extent caused by EGIL's breach or negligence.
8) The limitations in this section reflect the parties' allocation of risk and apply to the fullest extent permitted by law.
13. FORCE MAJEURE
1) Force Majeure means an event beyond a party's reasonable control that prevents, delays or materially affects performance, including natural disaster, flood, fire, war, terrorism, civil commotion, governmental action, failure of utilities or telecommunications, epidemic, pandemic, industrial dispute, labour shortage or transport disruption.
2) A party is not liable for failure or delay to the extent caused by Force Majeure, provided it takes reasonable steps to mitigate the effect and notifies the other party as soon as reasonably practicable.
3) EGIL may suspend, delay, reschedule or modify affected Services while the Force Majeure event continues.
4) If Force Majeure continues for more than 30 days, either party may terminate the affected Services by written notice. The Buyer remains liable for Services delivered, work completed, third-party costs and non-cancellable commitments incurred before termination.
5) Any refund or credit for prepaid but undelivered Services shall be determined after deduction of the amounts described in paragraph 4).
14. INTELLECTUAL PROPERTY RIGHTS
1) The Buyer retains ownership of IPRs in Buyer Materials and grants EGIL a non-exclusive, worldwide, royalty-free licence for the Contract term to use, reproduce, adapt and distribute them as necessary to provide the Services.
2) EGIL and its licensors retain ownership of the Database, Data, Marks, platforms, methodologies, scoring systems, reports, designs and other materials created or supplied by EGIL, except for Buyer Materials.
3) Subject to payment in full, EGIL grants the Buyer a limited, non-exclusive, non-transferable licence to use deliverables and Data solely for the Permitted Purpose and period stated in the Contract.
4) Each party warrants that materials it supplies do not knowingly infringe third-party IPRs and shall indemnify the other against a third-party claim arising directly from breach of that warranty, subject to prompt notice and reasonable control of the defence.
15. CONFIDENTIALITY
1) Each party shall keep confidential all non-public commercial, technical, security and business information received from the other and shall use it only to perform or receive the Services.
2) A party may disclose confidential information to personnel, professional advisers and service providers who need it and are subject to equivalent confidentiality obligations, or where disclosure is required by law.
3) This section does not apply to information that is lawfully public, already known without restriction, independently developed or lawfully obtained from another source.
4) The confidentiality obligations continue for three years after the Contract ends, except for trade secrets and Personal Data, which remain protected for as long as required by law.
16. GENERAL
1) The Contract does not grant exclusivity unless expressly stated in the Booking Form.
2) An amendment is effective only if agreed in writing by authorised representatives of both parties, except that EGIL may update policies or guidelines where the update does not materially reduce contracted Services or retrospectively alter payment obligations.
3) A delay or partial exercise of a right is not a waiver of that right.
4) Notices must be sent to the email or postal address stated in the Booking Form, or to an updated address notified in writing. An email is deemed received on the next Business Day after sending unless the sender receives a failure notice. Postal notices are deemed received two Business Days after posting within the United Kingdom.
5) Nothing creates a partnership, joint venture, employment relationship or authority for either party to bind the other.
6) The Contract constitutes the entire agreement about its subject matter and replaces prior discussions and communications. Nothing excludes liability for fraudulent misrepresentation.
7) If a provision is unenforceable, it shall be modified to the minimum extent necessary or severed, and the remainder continues in effect.
8) The Buyer may not assign, transfer or subcontract the Contract without EGIL's prior written consent. EGIL may use subcontractors to provide the Services but remains responsible for their performance.
9) A person who is not a party has no right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
10) The parties shall first attempt in good faith to resolve a dispute through senior representatives. If it is not resolved within 20 Business Days, either party may commence court proceedings.
11) The Contract and any non-contractual dispute are governed by English law, and the courts of England and Wales have exclusive jurisdiction.
Executive Grapevine International Ltd
Registered in England & Wales: 2789779 | VAT: 6259453 20
Gate House, Fretherne Road, Welwyn Garden City, AL8 6NS, United Kingdom | +44 (0)1707 351451
Last reviewed by: Helen Fish, Director, 11 September 2026
| Version | Date | Notes |
| 1.0 | 01 Jan 2020 | Initial publication of terms |
| 1.1 | 15 Apr 2022 | Amended Data Protection references |
| 1.2 | 30 Sep 2023 | Updated Cancellation & Refund provisions |
| 1.3 | 13 Jun 2025 | Added version history, “Last updated” header |
| 1.4 | 17 Dec 2025 | Client Obligations updated |
| 1.5 | 24 Mar 2026 | Good practice guidelines updated for payments to small businesses |
| 1.6 | 19 May 2026 | Campaign performance and deliverability updated |
| 1.7 | 11 Sep 2026 | Section 11 and 12 updated |