SCTV+ Standard Terms and Conditions

1. INTERPRETATION

1.1 In addition to the defined terms on the Term Sheet (which shall apply to this Agreement), the following terms shall have the following meanings:
“Admin”: an employee of the Future Insights Network, the owner of SCTV+.
“Business Day”: a day, other than a Saturday, Sunday, or public holiday in England.
“Subscriptions”: subscriptions purchased by the Customer pursuant to the terms of this Agreement.
“Confidential Information”: information that is proprietary or confidential and is either clearly labelled as such or would by its nature reasonably be considered to be confidential. “Customer Data”: the data inputted by the Customer, Admins, End Users, or the Supplier on the Customer's behalf for the purpose of using the Platform or facilitating the Customer’s use of the Platform.
“Customer Materials”: the Customer Data together with all other content, materials, logos, and/or other creative, graphic and/or design assets provided and/or made available to the Supplier by the Customer under this Agreement, including all data, content and materials posted on the Branded Network(s) by End Users.
“Customer Personal Data”: the personal data inputted by: a) the Customer, Admins, End Users; or b) the Supplier on the Customer's behalf; in each case for the purpose of using the Platform or facilitating the Customer’s use of the Platform.
“Data Protection Legislation”: the EU General Data Protection Regulation (2016/679) and the UK Data Protection Act 2018, and any amending or replacement legislation from time to time.
“EEA”: the European Economic Area.
“Effective Date”: the date on which the Agreement is entered into between the Supplier and the Customer.
“End Users”: end users of a Branded Network including Expert Users.
“Fees”: the Implementation Fees, Subscription Fees, Additional Services Fees, Support Fees, Excess Usage Fees, Termination Fees, Uplift and any other fees paid or payable by the Customer to the Supplier in connection with this Agreement (including without limitation as set out in the Term Sheet).
“Go-Live Date”: the date on which the Branded Network(s) are first made available in a live environment, as agreed in writing between the parties.
“Initial Subscription Term”: the number of months or years of the initial subscription to the Branded Network.
“personal data”, “process/processing”, “controller”, “processor” and “data subject” shall have the meanings set out in the Data Protection Legislation. “Platform”: the fully-hosted cloud-based application that allows organizations to view content on SCTV+.
“Registered Users”: registered users of SCTV+
“Services”: are the combination of Appendix A (the Platform), Appendix B (Implementation Services) and Appendix E (Service Level Agreement).
“Subprocessor”: any subcontractor engaged by the Supplier to process Customer Personal Data on its behalf.
“Subscription Term”: the Initial Subscription Term together with any subsequent Renewal Period(s).
“Uplift”: the price rise added to cover inflation & general platform scope improvements on Renewal.

2. SUBSCRIPTIONS

2.1 Subject to the terms of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the subscriber access to the SCTV+ Platform during the Subscription Term of 12 months.

2.2 The Customer undertakes that:

(a) the maximum number of users that it authorizes to access the Platform shall not exceed the number of Subscriptions it has purchased
(b) each subscriber shall keep a secure and confidential password for his access to the Platform

2.3 The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches this clause, and in the event of a material breach of the provisions of this clause to disable the Customer’s access to the Platform, notification of which shall be provided to the Customer by the Supplier prior to disabling access.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by the parties and/or except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or (ii) attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(b) access all or any part of the Platform in order to build a product or service which competes with the Platform or the Services.

3. SERVICES

3.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.

4. CUSTOMER MATERIALS AND DATA

4.1 The Customer shall own all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, non-infringement, reliability, integrity, accuracy and quality of the Customer Materials.

4.2 The Customer hereby grants to the Supplier a non-exclusive, non-transferable right to use the Customer Materials strictly to the extent necessary for the Supplier to provide the Services.

4.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier (as defined in Appendix E).

4.4 If the Supplier processes any Customer Personal Data, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:

(a) the subject matter and duration of the processing, nature and purpose of the processing, types of Customer Personal Data and categories of data subjects are set out in Appendix F to this Agreement;
(b) the Supplier shall only process such Customer Personal Data in accordance with the Customer's documented instructions which are set out in this Agreement (including with regard to transfers outside the EEA) unless required to do otherwise by EU law or the national law of an EU member state or the law of the United Kingdom to which the Supplier is subject. In which event, the Supplier shall inform the Customer of the legal requirement before processing the Customer Personal Data other than in accordance with the Customer's instructions, unless the same law prohibits the Supplier from doing so on important grounds of public interest;
(c) the Supplier shall ensure that its personnel are subject to appropriate obligations of confidentiality;
(d) the Supplier shall, taking into account the nature of the Services, provide reasonable assistance to the Customer, insofar as this is possible, to fulfil its obligations as a data controller in respect of data security; data breach notification; data protection impact assessments; and prior consultation with supervisory authorities. The Supplier shall, through the functionality of the Services, assist the Customer in its obligations in respect of the fulfillment of data subjects’ rights;

4.5 The Customer acknowledges and agrees that Customer Personal Data may be transferred or stored outside the EEA or the country where the Customer, Admins or End Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement.

4.6 Where Customer Personal Data is transferred outside the EEA by the Supplier to its third party Subprocessors, Amazon Web Services, Inc (“AWS”), Salesforce.com Inc, (“Salesforce.com”), Twilio Inc. (“Twilio”), Algolia SAS (“Algolia”), Custify S.R.L. (“Custify”) and Google Cloud Platform (Google LLC) (“GCP”) there are currently protections in place which provide for an equivalent standard of data protection to that provided within the EEA, namely EU Model Clauses. The Supplier reserves the right to implement an alternative lawful transfer mechanism in respect of its Subprocessors.

4.7 The Supplier shall use technical and organizational measures to protect Customer Personal Data against unauthorized and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration as set out in Appendix F. The Customer agrees that it is solely responsible for determining whether such technical and organizational measures are appropriate, taking into account the nature, scope, context and purposes of the processing.

4.8 The Supplier shall, on the written request of the Customer, provide or make available to the Customer all information reasonably necessary to demonstrate its compliance with this Clause 4. The Customer shall provide at least ninety (90) Business Days’ notice of its intention to conduct an audit and shall use reasonable endeavors to ensure that the conduct of an audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Any information obtained by the Customer pursuant to this Clause 4.9 shall be treated as the Confidential Information of the Supplier. The Parties shall bear their own costs and expenses incurred in respect of compliance with their obligations under this clause 4.9 [unless the audit identifies a material breach of this Clause 4 by the Supplier, in which case the Supplier shall reimburse the Customer for all its reasonable costs incurred in the course of the audit].

4.9 The Customer shall:

(a) ensure that it is lawfully entitled to provide the Customer Data (including Customer Personal Data) to the Supplier so that the Supplier may lawfully process the Customer Data (including Customer Personal Data) in accordance with this Agreement;
(b) ensure that the relevant third parties (including Admins and End Users) have been informed of, and where necessary, have given their consent to the processing of Customer Personal Data as required by all applicable Data Protection Legislation.

4.10 Upon termination of this Agreement the Customer shall have ten (10) business days to request the return of the Customer Personal Data, after which period the Supplier will destroy all Customer Personal Data in its possession unless required to retain such Customer Personal Data under applicable EU law or the laws of the United Kingdom

5. SUPPLIER'S OBLIGATIONS

5.1 The Supplier warrants and represents that (i) the Services will be performed with reasonable skill and care (ii) it has the full power, authority and capability to enter into this Agreement (iii) the Services and Platform will conform to the specifications set forth in the Service Level Agreement (iv) the Services and Platform (apart from the Customer Materials) shall not contain libelous or unlawful material or instructions that may cause harm or injury when used as instructed; (v) it will not knowingly, recklessly or negligently introduce to the Services and Platform any so-called software "viruses", "time bombs", "Trojan horses", "worms", "drop-dead devices", or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data.

5.2 The Supplier shall have no liability under this Agreement to the extent any such liability is caused by use of the Platform contrary to the Supplier's instructions, or modification or alteration of the Platform by any party other than the Supplier or the Supplier's duly authorized contractors or agents.

5.3 The Supplier does not warrant that the Customer's use of the Platform will be uninterrupted or error-free; or that the information obtained by the Customer through the Platform or the Services will meet the Customer's requirements (see Appendix E for details).

5.4 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6. CUSTOMER'S OBLIGATIONS

6.1 The Customer shall:

(a) provide the Supplier with:

(i) all reasonable co-operation in relation to this Agreement; and

(ii) all reasonable access to such information as may be required by the Supplier, in order to provide the Services, including but not limited to Customer Materials, security access information and configuration services;

(b) comply with all applicable laws, regulations and codes of practice with respect to its activities under this Agreement;
(c) ensure that the Admins use the Platform in accordance with the terms and conditions of this Agreement and shall be responsible for any Admin’s breach of this Agreement;
(d) obtain and shall maintain all necessary licenses, consents, and permissions necessary for it to provide and/or make available the Customer Materials under this Agreement;
(e) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
(g) enter into a contractual agreement with all End Users, which as a minimum shall include:

(i) terms of use of the Branded Network;

(ii) a privacy policy which is sufficient to enable the Customer’s compliance in full with clauses 6.2 (h) and 6.2 (i); and

(iii) a cookies policy in a form agreed with the Supplier, which informs the End User about all cookie usage (including session cookies used by the Supplier in providing the Platform and the Services) and obtains the End User’s consent to this cookie usage.

(h) ensure that it is lawfully entitled to provide the Customer Data (including Customer Personal Data) to the Supplier so that the Supplier may lawfully process the Customer Data (including Customer Personal Data) in accordance with this Agreement;
(i) ensure that the relevant third parties (including Admins and End Users) have been informed of, and where necessary, have given their consent to the processing of Customer Personal Data as required by all applicable Data Protection Legislation.

7. CHARGES AND PAYMENT

7.1 The Supplier shall charge the Customer for the Fees in the amounts and on the terms specified in subscription plan.

Annual Plan: All fees are payable in advance by credit card

Monthly plan: Fees are paid on a monthly basis by credit card

7.2 If the Supplier has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Platform and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.3 All amounts and fees stated or referred to in this Agreement are exclusive of all taxes, including without limitation any value added tax and/or withholding taxes. Value added tax shall be added to the Supplier's invoice(s) at the appropriate rate.

7.4 The Customer shall make all payments under this Agreement free and clear of any deduction or withholding of any kind, save only as may be required by law. If any such withholding or deduction is required, the Customer shall, at the same time as making the payment to which the withholding or deduction relates, pay to the Supplier such additional amount as will, after the deduction or withholding has been made, leave the Supplier with the same total amount that it would have received if no such withholding or deduction had been required.

7.5 The Supplier shall be entitled to increase the Fees at the start of each Renewal Period upon prior notice to the Customer in accordance with the Fee Increase Notice Period, and the Term Sheet and/or Rate Card set out in Appendix C (as appropriate) shall be deemed to have been amended accordingly.

8. CANCELLATION TERMS

8.1 The cancellation terms vary according to the subscription plan purchased.

Annual Plan: The client cannot cancel within the term of their 12 month contact. Should the client wish not to renew their annual subscription they must cancel no less than 30 days prior to the end of the 12 month contract period.

Monthly plan: The client can cancel at any time on a month to month basis. If the client cancels in the period of a month they will be charged for that month.

9. PROPRIETARY RIGHTS

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Platform (excluding the Customer Materials) together with any/all adaptations, add-ons, modifications, updates, and/or enhancements to the Platform (“Supplier IP”). Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Supplier IP.

10. CONFIDENTIALITY

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4 This clause shall survive expiry or termination of this Agreement for any reason.

10.5 Neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11. INDEMNITY

11.1 The Customer shall indemnify and hold harmless the Supplier, its officers, directors and employees against any claim that the Customer Materials infringe any intellectual property rights (including without limitation any patent, copyright, trademark, database right or right of confidentiality), provided that (a) the Customer is given prompt notice of any such claim; (b) the Supplier provides reasonable co-operation to the Customer in the defense and settlement of such claim; and (c) the Customer is given sole authority to defend or settle the claim.

11.2 The Supplier shall indemnify and hold harmless the Customer, its officers, directors and employees against any claim that the Platform infringes any patent, copyright, trademark, database right or right of confidentiality, provided that: (a) the Supplier is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim; and (c) the Supplier is given sole authority to defend or settle the claim.

11.3 In the defence or settlement of any claim under this clause, the Supplier may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that

it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on notice to the Customer without any additional liability to the Customer.

11.4 In no event shall the Supplier, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Platform by anyone other than the Supplier; or
(b) the Customer's use of the Platform in a manner contrary to the instructions given to the Customer by the Supplier.

11.5 The foregoing states (and subject to clause 12.4) the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and subcontractors') entire obligations and liability for infringement of any intellectual property rights.

12. LIMITATION OF LIABILITY

12.1 Nothing in this Agreement excludes or limits (a) the Customer’s obligation to pay the Fees or (b) the liability of either party: (i) for death or personal injury caused by negligence; (ii) for fraud or fraudulent misrepresentation, or (iii) for any other liability which cannot be limited or excluded under applicable law.

12.2 Subject to clause 12.1, neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for: (a) any loss of profits or revenue, (b) loss of business, (c) depletion of goodwill, (d) loss or corruption of data or information, or (e) any special, indirect or consequential loss, in each case however arising under or in connection with this Agreement.

12.3 Subject to clauses 12.1, and 12.4 and save in relation to the indemnity granted in clause 11.1, each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with this Agreement shall be limited to the total Fees paid during the 18 months immediately preceding the date on which the claim arose.

12.4 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

13. TERM AND TERMINATION

13.1 This Agreement shall commence on the Effective Date for 12 months and, unless terminated early in accordance with the terms of this Agreement, shall continue for the Initial Subscription Term and shall automatically extend for a Renewal Period at the end of the Initial Subscription Term and thereafter at the end of each Renewal Period unless either party notifies the other party of termination, in writing, in accordance with the Termination Notice Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.

13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of this Agreement which breach is irremediable or (if such breach is remediable) such party fails to remedy that breach within 30 days after being notified in writing to do so; or
(b) the other party (i) is unable to pay its debts as defined in section 123 Insolvency Act 1986, (ii) has steps taken for a receiver, administrator or manager to be appointed over the whole or a material part of its business or assets; (iii) is subject to an order being made, a resolution passed or other steps being taken for its winding-up (except for the purposes of a bona fide solvent reorganization), bankruptcy or dissolution; (iv) proposes or enters into any composition or arrangement with its creditors generally or any class of them; or (v) ceases to carry on business or claim the benefit of any statutory moratorium; or if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (i) – (v) of this clause.

13.3 On termination of this Agreement by the Supplier in accordance with clause 13.2, or in the event that the Customer terminates or purports to terminate this Agreement prior to the end of the Subscription Period or on giving notice of less than the Termination Notice Period (in either case except where the termination or purported termination is in accordance with clause 13.2), the Customer shall pay the applicable Termination Fees to the Supplier as set out in the Term Sheet.

13.4 On termination of this Agreement for any reason:

(a) all licenses granted under this Agreement shall immediately terminate and the Customer must cease using the Platform;
(b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
(c) the Supplier may destroy or otherwise dispose of any of the Customer Materials in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of such Customer Materials.

13.5 Upon termination of this Agreement the Customer shall have ten (10) business days to request the return of the Customer Personal Data, after which period the Supplier will destroy all Customer Personal Data in its possession unless required to retain such Customer Personal Data under applicable EU law or the laws of the United Kingdom.

13.6 All time expended by the Supplier in complying with clause 13.4 shall be chargeable to the Customer as Additional Services in accordance with the Rate Card set out in Appendix C. Further, to the extent that the Customer requires any additional “exit assistance” in order to migrate the Branded Network to a replacement provider, such assistance shall comprise Additional Services and shall be chargeable to the Customer on the same basis.

14. FORCE MAJEURE

Neither party shall have any liability to the other under this Agreement if it is prevented from or delayed in performing its obligations, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

15. GENERAL

15.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

15.2 Subject to Clause 4.5, the Supplier may subcontract any of its rights or obligations under this Agreement without the Customer’s prior written consent.

15.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.5 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

15.6 Neither party shall assign any of its rights under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

15.7 This agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.8 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post, or sent by email to the other party for the attention of the contact and at the address or email address set out at the start of this Agreement, or such other address or email address as may have been notified by that party for such purposes (customersupport@futureinsights.org), in accordance with this clause 15.8. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at 9 am on the second business day after posting. A notice sent by email shall be deemed to have been received at the time of transmission (or if transmission is not in business hours, at 9 am on the first business day following transmission).

15.9 This agreement and any dispute or claim arising out of or in connection (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims).

15.10 The rights and remedies provided under this Agreement are in addition to, and not exclusive of any rights or remedies provided by law.