Terms of Service - 5 Digital

From 1st August 2015 selected services are provided by Monogram Media. The Terms of the Services below have been adopted for all current contracts.

Terms and Conditions of Sale
(The Master Terms of Service)
This document details the master terms and conditions for sales of services (The Service), provided by Monogram Media Limited, registered office 1 Pine Lodge, 31 Boscombe Spa Road, Bournemouth BH5 1AS (The Supplier) to the consumer (The Client).

1. The Service Description
The Service shall be defined as any activity undertaken The Supplier or its nominated third parties.
The Works shall be defined as any product, artefact electronic or physical supplier by The Supplier or its nominated third parties in relation to providing The Service.

2. Notice of Variation
This Master Terms of Service may be superseded by sub Terms of Service where as appropriate.
The Supplier reserves the right at all times to vary, change, alter, amend, add to or remove any of these terms. The Client shall have deemed to have accepted the full Terms of Service and any variations if they continue to use The Service after the date on which the variation occurred.
The current draft of these terms and conditions was adopted on 1st June 2015 and supersedes all previously published versions.

3. Payment
Payment is due by the date stated on the invoice. Unless otherwise stated the currency shall be Pounds Stirling.
For invoices issued in alternative currencies, such as but not limited to foreign currencies, crypto-currencies, barter-currencies and contra-services The Supplier reserves the right to reissue invoices in Pounds Stirling at the prevailing exchange rate plus exchange fees and administration charges, if payment has not been received by the due date, or it is reasonably determined by The Supplier, that during the period of supply or final payment is received, which every is later, that The Supplier will be at a financial disadvantage by accepting the alternative currency.

Other payment schedules;
• Payment for online subscription Services shall be paid in advanced by electronic transfer as specified in the products description at the time of purchase.

• Payment for retained services shall be by monthly standing order, one calendar month in advance. The first payment being due prior to the commencement of The Service, then monthly on or before the 1st working day of the month.

• Payment for subscription services are due one calendar month in advanced.

• Payment for training courses is due in full 14 days prior to the course date. Delegates may change dates once or they may nominate an alternative attendee but not both. A £50 administration charge will be incurred for any changes. Fifty percent of the course fees are due at the time of booking.

• Payment for airtime advertising and sponsorship is due in full prior to broadcasting or as stated in a payment schedule when supplied.
Travel, accommodation, subsistence and other reasonable out of pocket expenses incurred by The Supplier, its subsidiaries or engaged third parties during any stage of the development, production, management, operation, installation, maintenance, decommissioning or other activities in relation to The Service shall be reimbursed to The Supplier upon receipt of an invoice.
Invoices which become overdue 30 calendar days after issue will be passed to our debt recovery department. In accordance with The Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002 and 2013, The Client will be charge a £35 administration fee per reminder, additionally, The Client will be charged 8% plus the Bank of England base rate on the outstanding amount from the time the service was delivered. A reminder will be sent 14 calendar days after invoice and every 14 calendar days thereafter.

4. Chargeable Variation
The Supplier reserves the right to make additional charges in connection with providing The Service where additional work or expense to The Supplier or its nominated third parties has been incurred. Where practical, The Client shall receive prior notification of these charges.
Where The Service is retained the Client may, by prior agreement only, carryover up to fifty percent of the regular allocated time per month. The carry over time is only permitted for one consecutive month and on no more than three occasions with a 12 month period. Any carry over time beyond a month will be forfeited. Regardless of carry over, The Client is required to pay the monthly retained Service charge in full.

5. Limitations of Use
The Service or The Works may not be used by The Client unless prior payment has been received in full or as per a payment schedule if defined.

The Service is made available for the exclusive use of The Client. The Works may not be sold, rented loaned or shared with any third party without prior written agreement.

The Works may be used for lawful purposes only. The Client agrees to abide by all applicable local, national and foreign laws, treatises and regulations.

The Supplier reserves the right to remove The Works and associated material from its public and private servers and not to broadcast The Works without notice if it is deemed unsuitable, illegal, factually incorrect, or it is reasonably considered by The Suppler that it may cause offence or which may fall outside the relevant broadcast regulations and advertising standards.

The Supplier shall not be liable for any loss or damage either directly or indirectly caused to The Client or any Third Party for removal of content even if later the content was found to be suitable for the purpose it was intended.

The Client shall not provide information to The Supplier that it knowingly or that could reasonably be determined an infringement of the intellectual property rights or that violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

The Client shall not attempt to re-edit, re-purposed, or alter in anyway any of The Works. The Client shall not encourage or instruct any other individual to do any of the foregoing or to violate these Terms of Service.

The Intellectual and copyright rights of The Works and associated content remains the property of The Supplier. The Client is licenced to use The Works for advertising, promotion, recruitment, marketing and training for the period of the Terms of Service.

The Supplier may use The Work and associated material in support of its marketing, promotion and commercial activities. The Supplier shall protect as far a practical the intellectual rights of The Client.

The Client shall be responsible for all UK and international royalty payments in connection with The Service where required.

6. Support and Maintenance
This Section is Not Applicable under this Terms of Service.

7. Termination and Cancellation
Where The Service is provided on a retained basis The Terms of Service shall be for a period of not less than 12 calendar months from the date of commencement and may be terminated with one calendar month notice from month 11 onwards. After which time, The Service shall continue on a rolling month basis. Termination requests must be received in writing one calendar month in advance. At the termination date any outstanding unused Service shall be forfeited.

Where The Service is for the provision of advertising, The Terms of Service shall apply for not less than that stated in the relevant package. Cancellation requests must be received in writing 30 days in advance.

Where The Service is for the provision of ad-hoc media production, consultancy, training or other supply of goods or services, The Terms of Service shall apply for not less than that stated in the relevant package. Cancellation requests must be received in writing 7 days in advance of commencing any activities relating to providing The Service. If work is commenced, full payment will be due as if The Service was supplied.

Where The Service is provided as a subscription, the Client may cancel any time after the first calendar month. The Service will be provided up to the end of the calendar month in which the Service was cancelled and charges apply.

Where a Subscription Service is bundled with the purchase of The Works, the termination of the Subscription will automatically terminate the legal obligation of the Supplier to provide continued access to The Works beyond the date the Subscription Service is paid.

The Supplier may immediately terminate The Services and suspend access to The Works and remove any material from its servers in the event of a breach of these Terms of Service. Upon termination, all licenses and other rights granted by these Terms of Service will immediately cease. The Supplier is not liable to The Client or any third party for termination of the Services or termination. UPON ANY TERMINATION OR SUSPENSION, INFORMATION WILL NO LONGER BE ACCESSABLE. Furthermore The

Supplier will have no obligation to maintain any information stored in its database related to The Service or to forward any information to The Client or any third party.
Any suspension, termination or cancellation will not affect your obligations to The Supplier under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

8. Disclaimer of Warranties
The Supplier disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or inoperability or availability of information or material displayed or streamed from the Service. The Supplier disclaims any responsibility for the deletion, failure to store, or deliver any information or material. The Supplier disclaims any responsibility for any harm resulting any information or material included in The Works.

9. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL THE SUPPLIER BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SUPPLIER ARISING FROM ANY CLAIM RELATING TO THIS TERMS OF SERVICE OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON 5 DIGITAL, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH THE SERVICE OR RECEIVED THROUGH INFORMATION PROVIDED BY THE SUPPLIER AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SUPPLIER. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

Without limiting the foregoing, under no circumstances shall The Supplier be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, industrial disputes, riots, insurrections, civil disturbances, shortages of manpower or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in electricity supply, heat, light or air conditioning.