Public-i Webcast Contract : Terms and Conditions

1 General

All proposals made, quotations given, orders accepted and contracts entered into by us with you for supply of Services are subject to these Conditions. All other terms and conditions, whether expressly stipulated by you or implied by trade custom, course of dealing or otherwise, are excluded. No variation to these Conditions will be effective unless agreed to in writing by us signed by a duly authorised person.

2 Site Conditions

If at any time we find at the Site any unexpected adverse site conditions or other difficulties which we could not reasonably discover or foresee from information supplied to us by you, then we will be entitled to charge you at our Standard Rate for any extra time spent and expenses incurred by us in performing the Agreement as a result of such adverse site conditions or other difficulties.

3 Cooperation

You agree to cooperate, and to procure the cooperation of all relevant persons within your organisation, with us in all matters relating to the performance of our obligations.

You agree to permit us such access to the Site and to other premises owned or occupied by you as we require for the purposes of performing our obligations under the Agreement, at times to be agreed between you and us; and ensure that appropriate and suitably qualified staff are at all reasonable times available to liaise with us on matters relevant to our performance of our obligations under the Agreement; and prepare the Site as specified by us and ensure the Site is safe and complies in all regards with the Health and Safety at Work Act 1974.

4 Purposes of Transmission

You agree to use the Services only for lawful purposes and not to Webcast in violation of any applicable English law or regulation. In particular, you will ensure that Webcasts do not include any threatening, defamatory or obscene material, or (without appropriate consents) any material protected by copyright or obligations of confidentiality. If the material is found to be unlawful or defamatory, we may terminate the Agreement without any further obligation or liability to you.

5 Access to our Website

You will not attempt to gain unauthorised access to our Website or to our software in source code form. You will not attempt to obtain any materials or information by any means unless we intentionally make it available.

6 Consent

You will obtain the consent of any person to be filmed or Webcast, or, in the case of minor children, obtain the consent of their parent or guardian.

7 Reproduction of the Content

You will not copy or reproduce the Content or the Webcast Data on to any other server or location for further reproduction without our prior consent, which will not be unreasonably withheld.

8 Price and payment

You will pay to us all fees, costs and expenses (“prices”) as stated in the Agreement. Unless otherwise stated by us in writing, prices exclude VAT and you will pay VAT in addition if properly chargeable by us; unless expressly stated in the Agreement, or otherwise stated by us in writing, all prices paid and/or payable by you under the Agreement are unconditional, irrevocable and non-refundable, including any deposit or payment on account paid by you under the Agreement;

You will pay all sums due to us within 14 days of the date of our demand for payment.

If any payment due from you to us is overdue then we may suspend our service and charge you interest on any such payment due at a rate (with interest accruing on a daily basis) of 10% per calendar month or part calendar month by which payment is overdue.

9 Ownership of the Content

In consideration of all payments due to us under the Agreement, we assign to you all intellectual property rights in the Content.

10 Ownership of the Webcast Data

We grant to you a non-exclusive, non-transferable, royalty-free licence to use the Webcast Data in the normal course of your business. This licence will continue until terminated in accordance with the Agreement.

11 Grant of rights

You acknowledge that the rights granted to you are the sole rights in the Webcast Data or the Content to which you are entitled under the Agreement and that such rights may be terminated forthwith in the event of non-payment therefore and that, all copyright and other intellectual property rights remain vested in us and belong to us and/or our licensors.

12 Confidentiality

Each party will procure that its employees and sub-contractors will, keep secret and confidential all information of a technical or commercially sensitive nature obtained from the other in the course of the Agreement, and will use such information exclusively for the purposes of the Agreement. This Clause will not apply to information which prior to its receipt from one party was in the possession of the other and at its free disposal, or which is subsequently disclosed to the recipient party without any obligations of confidence by a third party who has not derived it directly or indirectly from the other party, or which is or becomes generally available to the public through no act or default of the recipient party.

13 Publicity

Subject to obtaining your prior written consent (which will not be unreasonably withheld) we may, for the purposes of our own publicity, name you as our customer and disclose the nature of the Services supplied by us to you.

14 Services Warranty

We warrant that we will perform all Services with reasonable care and skill.

You warrant that it was and is within your power to enter into the Agreement and to perform the Agreement; and that the Agreement has been properly and validly executed by you so as to bind you.

15 Liabilities

Neither party excludes or limits its liability to the other in negligence in respect of death or personal injury, or for wilful default or fraudulent misrepresentation or otherwise insofar as any exclusion or limitation of its liability is void, prohibited or unenforceable by law.

16 Limitation of Liability

In no circumstances will we be liable to you, for breach of contract, in negligence or otherwise, for any direct or indirect loss of profit, business, revenue, goodwill, anticipated savings or any payment made or due to a third party, or for any consequential, special, indirect or incidental loss arising in any way out of or in connection with the Agreement. If, despite provisions in the Agreement purporting to limit or exclude our liability we are found liable to you, then our liability to you will nevertheless be limited to the amounts paid by you to us under the Agreement.

17 Your Services

You will be exclusively responsible for all services you provide through or involving use of our Services. You will indemnify us against all claims by third parties arising directly or indirectly from your services or your failure to provide services and against all losses, costs, damages and expenses resulting directly or indirectly from such claims.

18 Term of agreement

This Agreement will come into force on the date of which it is accepted by you evidenced by your signature. And thereafter it will continue in accordance with its terms, subject to earlier termination as provided in the Agreement.

Either party may at any time by notice in writing to the other party terminate the Agreement with immediate effect if the other party commits a material breach of the Agreement which is not remedied within 28 days of such party being given written notice of the breach and requiring it to be remedied.

We may forthwith terminate the Agreement, including all rights granted under it whether by licence or otherwise, in the event of the non-payment of any fees due to us within the required time for payment.

19 Website Protection

We may at any time take whatever action we consider necessary to protect the Website, our software, equipment or our ability to provide the Services, including without prejudice to the generality of the foregoing the suspension of the provision of such Services as may be necessary to prevent smurfing attacks or IP spoofing. We may also at times conduct scheduled maintenance of the service.

20 Force majeure

Neither party will be deemed to be in breach of the Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations under the Agreement to the extent that such delay or non-performance is caused by any event or circumstance beyond its control ("force majeure"). The party affected by force majeure will promptly notify the other party of it in writing and will use all reasonable endeavours to continue to perform its obligations under the Agreement as soon as reasonably practicable. This Clause will not apply to your obligations to make payments to us under the Agreement.

21 Assignment

We may sub-contract our obligations under the Agreement and/or we may assign our rights and obligations under the Agreement, but you may not assign, sub-contract or delegate your rights or obligations under the Agreement without our prior written consent (which will not be unreasonably withheld).

22 Law and Jurisdiction

The Agreement shall be governed and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

23 Cancellation

If the event is cancelled by the client with more than 28 days' notice, there will be no charge. If the event is cancelled with fewer than 28 days' but more than 7 days' notice, 50% of the total price quoted will be charged. Events cancelled with less than 7 days' notice will be charged in full.

Receipt of a purchase order will be taken as acceptance of these cancellation terms.