Legals: Pitch Terms and Conditions

Terms & Conditions

Standard Notes for all Pitch Work

These notes are selected and adapted elements from our General Terms and Conditions (PDF – 85k). Please click here to download the free Acrobat PDF reader if you don’t already have it.

The “Work” is the design and production of material for you, subject to these terms.

Warranties

You warrant and undertake that materials (or any part) supplied by You and used as part of the Work are not obscene, libellous, defamatory, or contravene any applicable law, or code of conduct (as varied from time to time) and shall not infringe the copyright design, privacy, publicity, data protection, trade mark, moral right or any other rights (together “IPRs”).

To the extent that the storage, reproduction, broadcast or transmission of the Material or any messages or other communications to/from Your e-mail address shall entitle third parties (including without limitation collecting societies such as the Performing Right Society and the Mechanical Copyright Protection Society, and their equivalents in any part of the world) to any payments in relation to such storage, reproduction or transmission, such payments shall, as between You and Us, be borne by You.

We warrant that the materials and design contributed by Us to the Work are not obscene or defamatory, and shall not infringes the IPRs of any third party.

We also warrant that the Work will be provided with reasonable care and skill and in a professional and timely manner. Notwithstanding this, You acknowledge and agree:

(a) that We do not monitor or control the content of messages or newsgroups forming part of the Work;
(b) that it is technically impossible to provide the Service free of faults and that We do not undertake to do so.

Except as set out expressly in this agreement, We make no representations, terms, conditions or warranties either express or implied, by statute or otherwise, in relation to the provision of the Service or other service under this Agreement, including but not limited to implied warranties, conditions or other terms of completeness, accuracy, satisfactory quality and fitness for a particular purpose and that all such representations, terms, conditions and warranties are expressly excluded.

Branding

All goodwill arising in connection with the name Embado and the logos for Us shall belong to Us. The address and Uniform Resource Locator (“URL”) of the Work together with any electronic mail address supplied by Us shall belong to Us.

Intellectual Property Rights

You shall grant Us for the term of this agreement a royalty free licence to use, copy, modify, publish and otherwise deal with the Materials supplied by You in the manner contemplated by this agreement.

Subject to the above all IPRs in the Work and the Service will remain Our property. Subject to payment, We hereby grant to You a non-exclusive, royalty free, non transferable licence to use the Work and the elements comprising the Work.

All the IPRs in the existing and new scripts used by Us n the production of the Work will remain Our property. You shall not delete any copyright legends or other statements of ownership from any of the scripts in the Work. We do not give any warranties in relation to the search engine scripts created by third parties and used in the provision of this Service.

If any third party software is used in the provision of the Work, then each party will be responsible for ensuring that they have a licence to use such third party software.

Save as provided above the IPRs in the Materials provided by You will remain Your property.

Credit

You will credit Our design by displaying the following message on the opening page of the Work “Web site created and maintained by Embado” or other similar message which we may specify from time to time and by supplying an HTML link to Our home page URL (as specified by Us from time to time) immediately adjacent to or as part of the message.

Suspension and Termination by Us

Without prejudice to any of Our other rights, We shall the have the right to immediately terminate this Agreement and/or suspend or restrict the Service (including restricting Your and the Users access to the Work), if:
(a) You do not pay to Us by the due date any sum due;
(b) You are suspected in Our reasonable opinion, of involvement with fraud or attempted fraud or any other criminal offence in connection with the use of the Service;
(c) You do not comply within the time we shall have stated in a request by Us to discontinue advertising, marketing or supplying goods or services or to stop the use of the e-mail facilities provided by Us for electronic messages for specified purposes or by specified persons where in each case such activity is, in Our reasonable opinion, in breach of an applicable law, regulation, or code;
(d) You commit any breach of this Agreement and, if it is capable of being remedied, fail t remedy such breach within [15] days from the date of the first notice specifying the nature of the breach;
(e) You become insolvent, cease to trade (or in the reasonable opinion of Us are likely to cease to trade) or have a liquidator, receiver, administrator or administrative receiver appointed or enter into any arrangement with Your creditors or are would up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of Your obligations, or are unable to pay Your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or are made bankrupt, or undergo a similar or analogous event in any jurisdiction; and We shall not be liable for any losses incurred by You as a result of such suspension, termination, or restriction.

Termination by You

Without prejudice to any of Your other rights, You shall have the right to immediately terminate this Agreement if:
(a) We commit any material breach of this Agreement and, if it is capable of being remedied, fail to remedy such breach within 15 days from the date of the first notice specifying the nature of the breach;
(b) We become insolvent, cease to trade (or in the reasonable opinion of You re likely to cease to trade) or have a liquidator, receiver, administrator or administrative receiver appointed or enter into any arrangement with Our creditors or are wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of Our obligations, or are unable to pay Our debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or are made bankrupt or undergo a similar analogous event in any jurisdiction; and You shall not be liable for any losses incurred by Us as a result of such termination.

Post-Termination

After expiry or termination of this Agreement for any reason:
(a) Each party will on request by the other return or supply to the other all documents, disks and other material in its possession containing any confidential information of or copyright material of the other. We will (at Your option) either destroy or return the Materials;
(b) Each party will immediately cease using the other’s trade marks and (unless otherwise agreed) any intellectual property of the other save for ongoing general promotional purposes.
Force Majeure Neither party shall be liable for any breach of its obligations hereunder (other than any obligation to pay money) and no right of termination shall arise where the breach results from causes beyond its control and the party concerned has acted and continues to act reasonably and prudently to prevent and to minimise the effect of such causes.

Confidentiality

Each party will at all times keep confidential and will not disclose without the prior written consent of the other any business, systems or other confidential information of the other party or use any such information other than for the purposes contemplated by this Agreement (except that each party may disclose such information to those of its employees, agents and sub-contractors who need to know the same for such purpose and under conditions of confidentiality non-disclosure and non-use equivalent to those imposed on the parties by this clause). These obligations of confidentiality non-disclosure and no-use do not apply to any information which is publicly available through no fault of the party disclosing or using the information, or which was know to that party before receipt from the other party, or received from other source without obligation as to confidentiality, or which is required to be disclosed by law or regulating authority.

Personal

This Agreement is personal to You and Your rights may not be assigned, sub-licensed or transferred in any way without Our prior written consent.

This Contract Prevails

Neither of us has entered into this agreement on the basis of, or has relied on, any statement or representation (whether negligent or innocent) except those expressly contained in this Agreement. This paragraph shall not apply to any statement or representation made fraudulently.

This Agreement constitutes the entire understanding between the parties concerning the supply and use of the Service, and replaces, supersedes, and cancels all previous arrangements, understandings, representations or agreements relating thereto. These terms shall apply and prevail over any terms and conditions (whether conflicting or not) contained or referred to in any documentation submitted or provided by You.

Notices

Any notices required to be given under this Agreement shall be in writing.

Applicable Law

The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and this Agreement shall be subjected to the non-exclusive jurisdiction of the English courts.

Changes to the Terms

We reserve the right, on reasonable notice, to change these terms from time to time.

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