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John: +44 7753 898 801

Jake: +44 7739 920 438

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contact@bcastintel.co.uk

Terms of Business

1. Status
These Standard Terms of Business (these “Terms”) form an integral part of the agreement between you and the BROADCAST INTELLIGENCE LIMITED of 1 the Maltings, GREEN LANE, APPLEDORE EX39 1QZ, UK, registered in England with company number 10222358 (“Broadcast Intelligence”) for the provision of services and deliverables by Broadcast Intelligence to you as Broadcast Intelligence’ client. Such services and deliverables shall be as set out in written statement(s) of work or other engagement correspondence or agreement(s) (“SOW(s)”). These Terms apply to all work undertaken by Broadcast Intelligence and its directors, employees, consultants, collaborators and those of its affiliates (“Staff”), except to the extent expressly excluded or amended by agreement in writing. These Terms shall remain in effect for the entire duration of all SOWs between Broadcast Intelligence and you (and any provisions by their context intended to survive such duration shall so survive). Broadcast Intelligence’ services are intended for professional and business users and not for consumers.

2. Scope of Work
The entire scope of the work to be undertaken for you and all deliverables shall be exclusively as specified in the applicable SOW(s). Any changes to the scope of work or deliverables or additional or follow-up work, deliverables or later additions or amendments to deliverables must be agreed in a new SOW or an amended SOW. If changes or additions are proposed but not agreed, then the original SOW shall continue in effect unchanged.

3. Timelines
The milestones and phases that Broadcast Intelligence and you have agreed on for Broadcast Intelligence’ work for you are as set out in the SOW. All timelines are dependent on provision by you of all documents, any necessary hardware and software environment, Content (as defined below), approvals, feedback and other information reasonably required by Broadcast Intelligence for the provision of the services and creation of the deliverables. Broadcast Intelligence will use all commercially reasonable endeavours to meet any agreed timelines but due to the nature of the work they are estimates only. If projects run longer than estimated then additional fees will be due in accordance with the rates applicable to the relevant SOW.

4. Client Content
You hereby grant Broadcast Intelligence a non-exclusive, non-transferable license to use, reproduce, modify, display and publish all data, texts, images, audio/visual, databases, software, code or other content (“Content”) you provide to Broadcast Intelligence for the purposes of providing the services, creating and delivering the deliverables and fulfilling the provisions of the SOW(s) and these Terms.

5. Acceptance
Broadcast Intelligence will provide the services and deliverables to you in agreed form. If you wish Broadcast Intelligence to use any cloud storage, dropbox or similar delivery method then you will bear the costs of this and accept that the confidentiality and security of such systems are not guaranteed (subject only to any warranties expressly offered by the relevant provider).
After delivery, you will examine and test the deliverables and notify Broadcast Intelligence of any non-conformity with the requirements and specifications of the relevant SOW, or if applicable any separate acceptance criteria agreed between you and Broadcast Intelligence. Broadcast Intelligence will endeavour to rectify such non-conformity as soon as practicable and in accordance with any agreed timetable. Unless any other process is set out in the SOW, the services and deliverables will be deemed to be accepted upon the earliest of: (i) indication by you of such acceptance; (ii) live use by you of the deliverables; or (iii) twenty days after provision or delivery (including delivery of any fixes or amendments provided in accordance with this paragraph). This also applies to any interim deliverables or milestones.

6. Other services
After acceptance, Broadcast Intelligence will provide the final deliverables to you. You will be responsible for installing, supporting, and maintaining them and any environment and other hardware or software required for their operation and use (except as expressly included within the scope of the SOW) in accordance with any specifications or recommendations given by Broadcast Intelligence. If you wish Broadcast Intelligence to provide such services then additional fees will apply.

7. Payment
You will pay Broadcast Intelligence all fees, costs and expenses set out in each SOW in accordance with any payment schedule agreed in the SOW. If nothing is stipulated then invoices will be issued monthly in accordance with time spent at Broadcast Intelligence’ standard rates and payable within thirty days of receipt. If the services or deliverables require Broadcast Intelligence to obtain any third-party materials (e.g. third-party software licenses, hardware, cabling, tools) or contract any third-party services you must pay directly or immediately reimburse Broadcast Intelligence for all costs charged by such third parties. Subject to the applicable SOW, Broadcast Intelligence will be entitled to charge its Staff’s actual expenses incurred in performing the services and creating the deliverables, and will provide copy receipts on request.
Failure to pay any fees, costs and/or expenses in full by the due date will entitle Broadcast Intelligence to:
(a) suspend work under all SOWs;
(b) withhold any work in progress and prevent you from accessing it;
(c) charge interest at the statutory rate applicable to commercial transactions;
until all such fees, costs and expenses are paid, without prejudice to any other rights Broadcast Intelligence may have.
If you ask Broadcast Intelligence to make changes to or do other work for you that is not covered by the SOW, additional fees, costs and expenses will be chargeable in addition to those agreed in the SOW.
Unless otherwise specified, all fees, costs and expenses exclude any applicable VAT, which will be added to Broadcast Intelligence’ invoices at the required rate.

8. Grant of Rights
You understand and agree that until you pay Broadcast Intelligence in full for all fees, costs, expenses and taxes due under each SOW, Broadcast Intelligence owns all rights to everything Broadcast Intelligence creates or delivers for you under such SOW and you will not have any rights to use them.
After you pay Broadcast Intelligence in full, Broadcast Intelligence grants to you a royalty-free, world-wide, non-exclusive license for any purpose to all custom deliverables that Broadcast Intelligence creates for you under the relevant SOW, except for (i) any software-based deliverables and code and any existing property, knowhow, development tools, programs, data or Content of Broadcast Intelligence included within the deliverables (to which you will enjoy a non-exclusive, worldwide licence for use in connection with the deliverables); and (ii) any software, code or Content sourced from a third party (to which the third-party license terms will apply, which may include open source software licences as applicable).
You agree that Broadcast Intelligence may use your name/company name/trademarks and a general description of the work undertaken under the SOWs as a reference in Broadcast Intelligence’ promotional materials.

9. Grant of Rights
You understand and agree that until you pay Broadcast Intelligence in full for all fees, costs, expenses and taxes due under each SOW, Broadcast Intelligence owns all rights to everything Broadcast Intelligence creates or delivers for you under such SOW and you will not have any rights to use them.

10. Termination
You or Broadcast Intelligence may terminate any or all SOWs immediately if:
(a) the other party breaches its obligations under these Terms or an SOW (including payment obligations) and if such breach is capable of remedy has not remedied it within fifteen days of written notice to do so;
(b) the other party is insolvent or at risk of insolvency or threatening to cease business.
Broadcast Intelligence may also terminate any or all SOWs for any reason on 30 days prior written notice.
Upon termination of any SOW, you must pay Broadcast Intelligence for all work completed up to the effective date of termination and expenses paid or contracted by Broadcast Intelligence prior to termination, upon which Broadcast Intelligence will deliver to you all work completed or in progress.

11. Warranties
(a) the services and the deliverables (excluding items provided by you or licensed by third parties) as provided do not breach the trademark, copyright, design, trade secrets or other property rights of any person;
(b) any custom software or code deliverables will at the time of delivery comply with any specifications agreed in an SOW or otherwise in writing;
(c) the services will be carried out with all due care and skill of a competent provider of the SOW services.
Any hardware and third-party software supplied, procured or recommended by Broadcast Intelligence will be strictly subject only to any warranty provided by the manufacturer, supplier or distributor and no other warranties apply.
Except as set out in these Terms or the applicable SOW, all other warranties and conditions are excluded, including any terms that may otherwise be implied under applicable law, custom or course of dealing, including any warranties of fitness for a particular purpose, quality, or non-infringement.
You represent and warrant that:
(a) you have or have obtained all rights to provide to Broadcast Intelligence and use within the project all Content provided by you or on your behalf and no such Content will breach the trademark, copyright, design, trade secrets or other property rights of any person; and;
(b) all Content relating to your products or services are accurate and comply with all applicable laws;
(c) you have all necessary authorizations and consents to enter into the agreements with Broadcast Intelligence including these Terms and all SOWs.
You agree to indemnify and hold Broadcast Intelligence harmless in relation to all claims and losses resulting from a breach of your warranties set out in these Terms or any SOW.

12. Limitations of Liability
Neither party will be liable for any delay or failure to perform arising out of any matter outside its reasonable control, as long as the affected party as soon as practicable notifies the other party and resumes performance of all current SOWs.
Broadcast Intelligence shall not be liable to you for any indirect, consequential, incidental, special, punitive, or exemplary loss or damage arising out of or in connection with these Terms or any SOW, nor future economic losses, loss of business, profits, goodwill or reputation, even if Broadcast Intelligence has been advised of the likelihood of such damages. Broadcast Intelligence’ aggregate liability for any loss or damage arising out of or related to these Terms or any SOW (including, but not limited to, claims for breach of contract, breach of warranty, negligence, strict liability, or tort) shall be limited to the amount of the fees paid by you to Broadcast Intelligence under the relevant SOW.
Nothing in these Terms or any SOW shall limit or exclude the liability of any party for death or personal injury, fraud, or any other liability that cannot be excluded under applicable laws.

13. Confidentiality
Any agreement regarding non-disclosure and restricted use of confidential information between the parties shall remain in effect and shall apply to information disclosed in connection with these Terms and the SOWs and if necessary shall be deemed to be extended to cover the duration of all SOWs.
In any event, each party shall keep confidential and secure all information regarding the business of the other party received in connection with these Terms and all SOWs and shall not disclose it to third parties (except for its Staff who need to know it for the purposes of the work under these Terms or any SOW) or use it for any other purpose. This shall not apply to information that is already public, that is already in the possession of or independently generated by the other party, or that needs to be disclosed by law or by order of a court or regulator.

14. General

14.1 Entire Agreement: These Terms and the SOW(s) as well as any agreement relating to non-disclosure and restricted use of confidential information constitute the complete agreement between you and Broadcast Intelligence concerning the work, and supersede all other prior agreements, proposals, and representations, whether oral or in writing. Your standard terms or any other terms you present are excluded except where accepted in writing by Broadcast Intelligence. You or Broadcast Intelligence can only modify these Terms or any SOW in writing signed by both parties.

14.2 Assignment and Subcontracting: Neither party may assign or transfer its rights or obligations under these Terms or any SOW to any third party without the prior written consent of the other party (except to a group company of the relevant party for which no consent will be required). Broadcast Intelligence may use subcontractors for performance of any part of the services or deliverables in its discretion.

14.3 Independent Contractors: You and Broadcast Intelligence are independent contractors and not joint venturers, partners, employer and employee, or principal and agent.

14.4 Severability: If any provision of these Terms or any SOW is or becomes illegal or unenforceable, then that shall not affect any other provision, and the remainder of these Terms and all SOWs shall remain in full force and effect.

14.5 Law and Jurisdiction: This agreement between you and Broadcast Intelligence including these Terms and all SOWs is governed by and interpreted in accordance with English law. For all disputes arising under or in relation to it, including non-contractual disputes, where not settled amicably, you and Broadcast Intelligence submit to the exclusive jurisdiction of the courts of England.