Terms of Service

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).  Additional Terms of Service relating to specific products and services can be found in Annex A.

  1. The Service Description

The Service shall be defined as any activity undertaken by The Supplier or its nominated third parties.

The Works shall be defined as any physical product, electronic artefact downloaded, streamed or broadcast by The Supplier or its nominated third parties in relation to providing The Service.

  1. Notice of Variation To The Master Terms of Service

Annex A includes variations to this The Master Terms of Service.

This Master Terms of Service may be subject to alternation without prior notice.  Notification to such alterations will be posted on The Supplier’s website http://www.monogrammedia.co.uk prior to coming into force.

The Client shall have deemed to have accepted the full Terms of Service and any variation by continuing to use The Service or The Works after this time.

The current draft of these terms and conditions was adopted on 1st October 2017 and supersedes all previously published versions.

  1. Payment

Payment is due by the date stated on the invoice and unless otherwise stated the currency shall be GB Pounds Stirling.

Payment in Alternative Currencies

An Alternative Currency is any non-GB Pounds Stirling currency, which includes but is not limited to foreign, crypto and trade exchange currencies.

if a payment in an Alternative Currency has not been received in full by the invoice’s due date, The Supplier reserves the right to re-issue invoices in GB Pounds Stirling at the prevailing exchange rate plus all fees incurred by The Supplier and any late payment charges.

Discounts Vouchers and Coupon Code

The following conditions apply for redeeming Discounts Vouchers or Coupon Code

  • The Client may redeem only one Discount Voucher or Coupon Code per Service or Works.
  • A Discount Voucher or Coupon Code shall only be redeemed in full against a single Service or Works.
  • A Discount Voucher or Coupon Code shall not be transferable to a third party unless otherwise stated on the discount voucher and then only by prior written agreement with The Supplier.
  • A Discount Voucher or Coupon Code can only be redeemed up until the Valid Until Date stated at the time of purchase.
  • A Discount Voucher or Coupon Code has no cash equivalent value.

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 £45 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.

  1. Chargeable Variations

Refer to Annex A

  1. 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 defined in a payment schedule.

The Service and The Works are made available for the exclusive use of The Client and 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 Supplier that it may cause offence or which fall outside the relevant broadcast regulations and advertising codes.

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

The Client shall not provide information to The Supplier that is knowingly or that could reasonably be determined infringes 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 alter The Works in anyway.

The Client shall not encourage or instruct any other individual to do any of the foregoing or to infringe these Terms of Service or the relevant Variations in Annex A

The Intellectual and copyright rights of The Works and associated content remains the property of The Supplier.

  1. Support and Maintenance

This Section is Not Applicable under this Terms of Service.

  1. Termination and Cancellation

Cancellation Requests must be received by email or writing 30 days in advance.

Cancellation Requests will be acknowledged by the Supplier and without such acknowledgement the Service will have deemed not to be cancelled.

At the termination date, any outstanding unused Service shall be forfeited.

Cancellation Requests must be received in writing or email 7 days in advance of commencing any activities relating to providing The Service. If any activity relating to The Service or provision of The Works is commenced, full payment will be due as if The Service was supplied.

The Client shall be responsible for payment of third party charges incurred by The Supplier due in whole or part to the early termination or cancellation of The Service.

The Supplier may immediately terminate The Services and suspend access to The Service and 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, ACCESS TO THE WORKS OR SERVICE WILL NO LONGER BE PROVIDED. 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.

  1. Disclaimer of Warranties

The Supplier disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability 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.

  1. Confidential Information

Confidential Information means all information and material (irrespective of whether received directly from The Supplier or indirectly via a third party), whether commercial, financial, technical, creative or otherwise, including but not limited to The Works, confidential information of, or relating to The Supplier or The Supplier’s Affiliates or its suppliers and customers, regardless of the form in which the information is supplied, together with know-how, details of products and services, software, non-public aspects of The Supplier, The Supplier’s Affiliates’ or third party applications, algorithms, business methods and systems, customer lists, contact information, all analyses, compilations, data, studies, methods and look and feel of presentations, product development plans, marketing plans, finances, costs, business opportunities, or other documents prepared by The Supplier or The Supplier’s Affiliates, and all such information, data or material prepared by a Partner which is derived from or in connection with Confidential Information, or which contains or is based in whole or in part on Confidential Information. Confidential Information (except for customer data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to The Supplier or The Supplier’s Affiliates, (ii) was known to The Client prior to its disclosure by The Supplier without breach of any obligation owed to The Supplier or The Supplier’s Affiliates, (iii) is received from a third party without breach of any obligation owed to The Supplier or The Supplier’s Affiliates, (iv) was independently developed by Partner without breach of any obligation owed to The Supplier or The Supplier’s Affiliates.

Whenever The Supplier makes available Confidential Information to The Client, it is for the sole purpose of execution of, or provision of The Service, or in connection with the supply of, or use of The Works. Confidential information remains the sole property of The Supplier and under no circumstance shall be duplicated, passed to a third party in whole or part by any means without written permission by The Supplier.

Once The Client receives Confidential Information, they must take all reasonable steps to protect it against disclosure, misuse, misappropriation or any other action inconsistent with rights of The Supplier.

The Client shall ensure they fully adhere to the prevailing UK data protection laws regardless of their location is within the UK or elsewhere.

Confidential Information received by The Client via a third party without prior written permission of The Supplier intentionally or otherwise, shall have deemed to be in breach of conditions set out in these Terms of Service.

The Client undertakes to take all reasonable steps to ensure that the means of communication Partner uses to receive and pass Confidential Information guarantee the security against access by unauthorised parties.

Except as required by law, The Client may not disclose, duplicate, or otherwise make Confidential Information available to anyone without the prior written consent of The Supplier.

The Client may not directly or indirectly use, capitalise upon, or exploit any Confidential Information for their own benefit, or for the benefit of anyone else, other than the agreed intended purpose of execution of The Service or use of The Works.

The Client may disclose Confidential Information only to those of their employees or contractors who need to know such information in purpose of execution of The Service. Prior to any disclosure of Confidential Information to any such employee or contractor, they shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions stipulated herein. In any event, The Client shall be responsible for any breach of the terms and conditions stipulated herein by any of their employees or contractors.

Should The Client disclose the Confidential Information or use it contrary to the rules and purposes provided for in The Service or use of The Works, The Client shall be obliged to pay to The Supplier a contractual penalty in the amount of 100,000.00 GBP (one-hundred-thousand UK pounds) per each breach. The Supplier has the right to demand compensation exceeding the amount of contractual penalty paid by The Client on general rules of law and/or exercise other rights provided for in the law.

Immediately after termination or expiration of the Agreement, for whatever reason, or upon request of The Supplier, which may be made at any time, The Client will return all media and materials containing Confidential Information to The Supplier without retaining any copies, or provide The Supplier with evidence that they either permanently deleted or otherwise permanently destroyed all media and materials containing Confidential Information, without any possibility of reproduction.

Unless otherwise agreed to in advance in writing by The Supplier, or except as expressly permitted in the Agreement, these rules apply during the term of the Agreement and for a period of five (5) years thereafter.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL THE SUPPLIER BE LIABLE TO THE CLIENT OR ANY USER ON ACCOUNT OF THAT THEIR 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 MONOGRAM MEDIAL, 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.

 

Annex A: Additional Terms and Conditions relating to specific Services and Works

Production Services

  • Payment
    • Payment for retained production services shall be through 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.
    • 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.
  • Chargeable Variations
    • 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 (that which is agreed to be paid for on an ongoing basis) 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 carryover, The Client is required to pay the monthly retained Service charge in full.
  • Limitations of Use
    • The Client shall be responsible for all UK and international royalty payments in connection with The Works where required.
    • The Client is granted an exclusive licensed under these Terms of Service to use The Works for advertising, promotion, recruitment, marketing and training for the period of the Terms of Service.
  • Termination and Cancellation
    • Where The Service is provided on a retained basis (that which is agreed to be paid for on an ongoing 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 and be charged for on a rolling month basis.

Online Subscription Services

  • Payment
    • Payment for online subscription Services shall be in advanced by electronic transfer as specified in the products description at the time of purchase.
  • Termination and Cancellation
    • In accordance with the UK laws on Distances Selling of Digital Goods and services, The Client wavers their right to cancel within 14 days.

Product Affiliates

  • Service Description
    • An Affiliate is a person or corporate body who receives a commission payment in return for selling The Supplier’s Works or Services. Commission Payments are details with the shall only be paid for Approved Sales of The Service or Works.
  • Payment
    • Commission Payments shall only be paid for Approved Sales of The Service or Works.
    • A statement of Approved Sales will be emailed to an Affiliate or accessed via The Supplier’s Affiliate website.
    • Commission Payments for Approved Sales will be made on the Commission Payment Date which is the 1st working day of each month.
    • Upon becoming an affiliate, The Affiliate shall accrue not less than £50 commission, excluding any charges, prior to being eligible for a first Commission Payment. Thereafter, The Affiliate shall have a minimum commission balance of £5 prior to Commission Payment Date to being eligible for a Commission Payment.
    • Commission Payments will be made in GBP Stirling by electronic transfer to the Affiliates registered PayPal account. No alternative payment method is available.
  • Termination and Cancellation
    • In accordance with the UK laws on Distances Selling of Digital Goods and services, The Affiliate wavers their right to cancel within 14 days.
    • Cancellation Requests must be received by email or writing 30 days in advance. No commissions will accrue after this period.
    • Under no circumstance will The Supplier be responsible for tracking Affiliates web links or associated advertising creative or The Works.
    • The Supplier may, at its sole discretion, withhold or forfeit Commissions due to an Affiliate, in part or in full, regardless of whether paid or outstanding, if the Affiliate violates any terms and conditions of this Agreement.
    • Based on internal risk analysis, The Supplier reserves the right to withhold certain payments if an Affiliate is suspected fraud activity. In cases where Affiliate violates any of these Terms and Conditions all Commission Payments shall withheld for as long as the Affiliate is in breach.
  • Limitations of Use
    • An Affiliate shall not derive any rights to The Works.
    • An Affiliate shall not mislead a third party regarding their status as an Affiliate.
    • An Affiliate shall only use prior approved adverting and marketing material.
    • Under no circumstance shall An Affiliate’s advertising and marketing compete with that of The Supplier’s. This includes but is not limited to, the use of search engine optimisation, direct marketing by post or email and online forums.

Licensed Products

  • Service Description
    • Licensed Products are The Works which The Client has access to and is paid for over an agreed limited period. The Works may include, but are not limited to, bespoke or tailored Works and Library for which The Supplier has agreed to permit limited usage by The Client.
  • Payment
    • Payment for Licensed Products services shall be through electronic transfer 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.
  • Limitations of Use
    • The Client shall be responsible for all UK and international royalty payments in connection with The Works where required.
    • The Client is granted an exclusive licensed under these Terms of Service to use The Works for advertising, promotion, recruitment, marketing and training for the period of the Terms of Service.

Training

  • Payment
    • 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.
    • 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, delivery of, any other activities in relation to The Service shall be reimbursed to The Supplier upon receipt of an invoice.
  • Chargeable Variations
    • 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 carryover, The Client is required to pay the monthly retained Service charge in full.

Radio and Online Streamed of Paid Advertising, Sponsorship and Promotions

  • Service Description
    • Advertising commercials, sponsorship and promotional productions shall be treated as The Works.
    • Airtime is defined as the allotted broadcast of The Works. For the avoidance of doubt Airtime is not the broadcasting of The Works, it is the allocated slot in which The Works can be broadcast or streamed.
  • Payment
    • Payment for Airtime is due in full prior to broadcasting or as stated in a payment schedule if supplied.
  • Limitations of Use
    • The Client shall be responsible for all UK and international royalty payments in connection with The Works where required.
  • Termination and Cancellation
    • The Supplier shall not be obliged to refund the supplier for unused advertising or sponsorship airtime due to early termination of the agreement.

Issue M November 2017