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Standard Notes for all Pitch Work
These notes are selected and adapted elements from our General
Terms and Conditions
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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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