TERMS AND CONDITIONS LOCAL-NEWS TV

Causeway House, 26 King Street, Potton, Beds, SG19 2QT;  Tel: 0844 8044 488

Company Registration No. 6306191

PARTIES

(1)     CLARITY 4 MEDIA LIMITED (6306191) trading as Local-News.TV,  whose registered office is 26 King Street, Potton, Beds SG19 2QT : and (2)  CLIENT ADVERTISERS

 

 Definitions

 

a)        "C4M" Clarity 4 Media Limited

b)       "Client" Client Advertisers

c)         "Services" the creation of  films in consultation with the Client, and provision of web space to allow for the download of the film for the duration of the Agreement

d)       "Term" the agreed period  that will be the duration of this agreement

e)        "Client's contents" is a reference to the content of the film that will be made available by the provision of the Services

 

1.THE SERVICES

 

1.1       C4M shall provide the Services for the duration of the agreed Term to the Client, so that the Services are hosted on the  www.local-news.tv as well as the Client's own website, plus one DVD copy.

1.2  The Client's Content may be deleted by C4M: (i) at the end of the Term; or (ii) when alternative Client's Content is supplied as a     replacement for the existing Client's Content  (iii) or at the specific written  request by the Client

1.3    The Client shall at all times be liable and responsible for the Client's Content (whether or not published to the Website) and shall only        proffer Client's Content where it has the right to do so and shall regularly check the Website to ensure that the Client's Content is correct and shall keep all necessary back ups of such information.  C4M shall not be liable or responsible for backing up or checking the Client's Content to ensure it is correct, accurate and complete or that it does not contain any errors. C4M shall not be liable for any errors, mistakes or omissions in respect of the Client's Content.   The Client shall indemnify C4M from any claims arising in relation to the Client's Content, save as a result of the negligence or breach of contract by C4M.

1.4   The Client may request that C4M delete, update or renew all or part of any  Client's Content from the Website  by written request, and C4M shall action the same within 7 days if the Client provides all necessary input, assistance or fresh Client's Content within the term of this agreement to enable C4M to comply with this request. C4M may delete all or any part of the Client's  Content from the Website if in C4M's reasonable opinion such Client's Content: is likely to, or does, breach any applicable law or regulation; the Client has breached or threatened to breach these General Terms; the Client's Content is obscene, blasphemous, defamatory, sexually or racially discriminatory, homophobic, xenophobic or infringes any copyright, trademark or any other intellectual property rights of any third party

2. PAYMENT

2.1.The Client agrees to pay the  agreed Fee in return for the provision of the Services for the duration of the Term by Standing Order on a quarterly basis.

2.2 C4M makes no representation or warranty that the whole or part of the Website shall be accessible at all times or any time or useable by all users of the Website and that all Client's Content shall be displayed at all times during the Term error free. However, where the Services are not available due to technical difficulties or essential maintenance to the Website or material error C4M reserves the right without notice to the Client, to suspend the Services and the allow the Term of the agreement to be extended by the period that the Services were unavailable and that the Client accepts that it shall have not further right or remedy other than the aforementioned in these circumstances.

2.3. The Client warrants that it has, or shall procure, all necessary consents, releases and licences for the purposes of this Agreement, and the Client hereby provides, all such consents, leases and licences to C4M in relation to provision of the Services.

3.      TERM AND TERMINATION

3.1. This Agreement shall endure for the Term or for such additional period as that provided for under Clause 2.2 above.  Either Party may at any time, by notice in writing, terminate this Agreement forthwith, in accordance with this Clause 3.1, if: (a) the other Party is the subject of a bankruptcy or becomes insolvent; or such Party goes into liquidation, or if a receiver or administrator is appointed; or such Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as they fall due; or (b) the other Party is in breach of the General Terms and, if such breach is not capable of remedy or, if such breach is capable of remedy, and the Party committing the breach shall have failed to remedy the breach within thirty (30) days of written notice to the Party committing the breach, specifying the breach and requiring its remedy.

3.2. Termination in accordance with Clause 3 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either C4M or the Client.

4.     liability

4.1. Notwithstanding any other clause neither Party excludes liability for the following: (a) death or personal injury caused by such Party to the extent to which it arises from such Party's negligence or breach of contract; (b) any fraudulent pre-contractual misrepresentations made by such Party ; and (c) any other liability which by law cannot be excluded.

4.2. In no event shall C4M or any agent of C4M be liable for: (i) any damages caused by the failure of the Client to perform its obligations under this Agreement; (ii) the Client's Content provided by the Client; (iii) any damage or loss of any materials (in electronic or other form) supplied by the Client for the purposes of this Agreement; (iv) the termination of this Agreement; (v) the cancellation, deletion or suspension of any Client's Content in accordance with this Agreement by either Party; (vi) temporary interruptions, errors, delays or restrictions to the Website not exceeding 24 hours  save as otherwise set out in Clause 2.2 above.

4.3  In the event of an actionable breach of this agreement, C4M'S entire aggregate liability under or in relation to this agreement shall not in any event exceed £5000

5.      INDEMNITY

5.1. The Client  shall fully indemnify C4M against all claims, demands, actions, losses and damages, costs, charges, fines and expenses (including - but not limited to - reasonable costs and disbursements on a solicitor and client basis) arising from or incurred due to: (a) any infringement or alleged infringement of any copyright, trademark or any other third party intellectual property rights caused by C4M's use (pursuant to this Agreement) of the Client's Content; (b) the Client providing any Client's Content which is obscene, blasphemous, or defamatory or otherwise in breach of any applicable law or regulation or causes third parties to have rights against C4M; or (c) any breach of the Client's obligations under this agreement, save in each case as a result of the negligence or breach of contract by C4M.

6.      PERSONAL DATA WARRANTY

6.1. The parties acknowledge that the Client shall be the Data Controller and that C4M shall be the Data Processor in respect of all of the Client's Personal Data processed under this Agreement. "Data Controller" and "Data Processor" shall have the meaning set out in the Data Protection Act 1998 ("DPA"). "Client Personal Data" shall mean any "Personal Data" (as defined under the DPA) relating to the Client or owned or controlled by the Client, including all Personal Data provided by or on behalf of the Client to C4M and any Personal Data included in the Advertising Content provided to C4M under this Agreement. Each Party warrants to the other Party that, in connection with this Agreement, it shall comply with its obligations in relation to all of the Client Personal Data under the DPA.

6.2. For the purposes of the DPA, the Client acknowledges that in the course of sending C4M any Client's Content pursuant to this Agreement, certain Client Personal Data may be captured electronically and published on C4M and other websites, both now in relation to advertising and subsequently in relation to the property, and therefore, such Client Personal Data may be transferred and/or accessed by users around the world.  The Client consents to the use, storage, or processing of the Client Personal Data as described in this clause and the Client shall ensure that it obtains the same consent from all persons whose Personal Data is included in the Client's Content. In the event such consent is revoked, the Client shall immediately provide written notice to the "C4M's Data Protection Officer", 26 King Street, Potton, Beds SG19 2QT. If ordered by a court of competent jurisdiction to provide any of the Client Personal Data collected by C4M under this Agreement, the Client consents to and acknowledges that C4M shall provide such requested Client Personal Data to that court.

7.      general

7.3.    The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);

7.4.    It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.

7.6. Save for any agent of C4M providing the Services hereunder, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. C4M and the Client may agree to rescind or vary this Agreement without the consent of any of C4M's agents. C4M's agents shall be entitled to receive the same protection as C4M.

7.7. At the time of execution of this Agreement, the Client warrants that this Agreement has been duly authorised, executed and delivered by the Client. 

8.  INTELLECTUAL PROPERTY RIGHTS

8.1 The Client's Content and any Intellectual Rights that are inherent thereto or may accrue by virtue of the provision of the Services specifically when creating the films, shall remain the exclusive Intellectual Property of the Client, subject to 8.2 below

8.2 With agreement, the Client  hereby grants an irrevocable licence for C4M to use the Client's Content for any purpose including but not limited to marketing.

 

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