T&Cs

TERMS AND CONDITIONS

APPLYING TO THE SUPPLY OF DIGITAL MEDIA PRODUCTION AND HOSTING SERVICES

EXHIBIT 1
TERMS AND CONDITIONS

1. APPOINTMENT

1.1 The Master Service Agreement shall commence on the Effective Date, and shall continue in force for a period of twelve months (“Initial Term”), subject to the provisions for early termination in clause 9, after which the Master Service Agreement shall terminate as and when one Party serves at least 3 (three) months’ prior written notice on the other Party to terminate the Master Service Agreement (such notice to be served at any time after the Initial Term and completion of any then current Order Forms). The Parties shall not enter into any further Order Forms after the date on which a notice to terminate has been served.

1.2 The Master Service Agreement is a framework agreement under which Client can request, and iSiteTV may provide, the Services from time to time. There is no obligation on the part of: (i) Client to request Services; (ii) iSiteTV to agree to provide the Services; and (iii) either Party to enter into any Order Form.

1.3 If Client requires iSiteTV to undertake any Services, it shall discuss its requirements with iSiteTV. As soon as reasonably practicable following these discussions, iSiteTV shall submit to Client in writing for approval a Draft Order Form.

1.4 Client shall, as soon as practicable following receipt of the Draft Order Form, notify iSiteTV in writing whether Client approves the Draft Order Form; requires any modifications to the Draft Order Form (giving details); or rejects the Draft Order Form. The Parties shall work together to make any modifications to the Draft Order Form requested by Client as soon as reasonably possible following receipt of Client’s comments. iSiteTV shall then resubmit the revised Draft Order Form to Client for approval in accordance with this clause 1.4.

1.5 Once a Draft Order Form has been approved by Client, each Party shall sign it and it shall then become an Order Form made pursuant to and governed by this Master Service Agreement, binding on both Parties. For the avoidance of doubt, each Order Form shall be part of the Agreement and shall not form a separate contract to the Master Service Agreement.

1.6 If an Order Form references a specific clause in this Master Service Agreement and states that a provision in the Order Form shall take precedence over it, the Order Form shall prevail.

2. iSITETV RESPONSIBILITIES

2.1 In consideration of payment by Client of the Charges, iSiteTV shall, on a non-exclusive basis, use its reasonable endeavours to provide the Services to Client in accordance with the relevant Order Form and the Master Service Agreement in all material respects.

2.2 iSiteTV shall use reasonable endeavours to meet any performance dates specified in an Order Form, but any such dates shall be estimates only and time for performance by iSiteTV shall not be of the essence for this Agreement.

2.3 iSiteTV shall provide any reports to Client that are set out as being required in an Order Form. Each such report shall be considered a Deliverable for the purposes of the Agreement.

3. THE CLIENT’S ROLE

3.1 In consideration of the performance of Services by iSiteTV, Client agrees to:
(a) pay the Charges in accordance with the Order Form and clause 4;
(b) co-operate with iSiteTV in all matters relating to the Services;
(c) promptly approve scripts and videos, issue brand guidelines with as much notice as possible prior to filming, and provide other assets as notified by iSiteTV that are required by iSiteTV to fulfil its obligations under the terms of this Agreement. Notwithstanding the previous sentence, Client shall comply with any deadlines agreed by the Parties in connection with the Services;
(d) provide for iSiteTV, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Client’s premises, office accommodation, data and other facilities as required by iSiteTV;
(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable iSiteTV to provide the Services, including the provision of all Deliverables and Intellectual Property Rights in all cases before the date on which the applicable Services are to start;
(f) where applicable, collect Deliverables within 28 (twenty eight) days from the date on which iSiteTV shall notify the Client, that such Deliverables are available for collection; and
(g) provide to iSiteTV in a timely manner all documents, information, items and materials in any form reasonably requested by iSiteTV in connection with the Services and ensure that they are accurate and complete.

3.2 If iSiteTV’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, iSiteTV shall not be liable for any costs, charges or losses sustained or incurred by Client that arise directly or indirectly from such prevention or delay; and be relieved from performing its obligations under this Agreement until Client has remedied such act or omission.

3.3 Client shall be liable to pay to iSiteTV, on demand, all reasonable costs, charges or losses sustained or incurred by iSiteTV (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to iSiteTV confirming such costs, charges and losses to Client in writing.

4. CHARGES AND PAYMENT

4.1 In consideration of the provision of the Services by iSiteTV, Client shall pay to iSiteTV the Charges set out in the relevant Order Form.

4.2 Unless otherwise set out in the Order Form, Client shall pay to iSiteTV the Charges set out in an invoice within 30 (thirty) days of the invoice date.

4.3 All sums payable under this Agreement:
(a) are exclusive of VAT and other duties or taxes, and Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.4 If iSiteTV performs additional activities beyond the scope of the Services without another signed agreement in place with Client relating to those additional services, such additional services shall be provided subject to this Master Service Agreement and Client shall pay all invoices submitted in accordance with the invoice terms set out above provided that Client has provided prior written consent to the additional charges for those additional activities in advance.

4.5 Failure to make timely payment under this clause 4 will constitute a material breach of the Agreement.

4.6 Without prejudice to any other right or remedy that iSiteTV may have, if Client fails to pay iSiteTV on the due date: (i) Client shall pay interest on the overdue amount at the rate of 4% (four percent) per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Client shall pay the interest together with the overdue amount; and (ii) iSiteTV may suspend all Services until payment has been made in full.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Background Intellectual Property Rights are and shall remain the exclusive property of the Party owning them (or, where applicable, the third party from whom its right to use the relevant Background Intellectual Property Rights has derived).

5.2 Subject to clause 5.1, the Intellectual Property Rights in the Deliverables (“Deliverable IPR”) shall immediately vest in and be owned by iSiteTV. Client hereby assigns to iSiteTV with full title guarantee any Deliverable IPR that does not automatically vest in iSiteTV under the preceding sentence, together with the right to sue for and recover damages or other relief in respect of any infringement of the relevant Deliverable IPR.

5.3 Unless set out otherwise in an Order Form, iSiteTV grants to Client:
(a) a non-exclusive, non-transferable, revocable, licence during the term of the relevant Order Form to use the Deliverables solely to the extent required for the Client to receive the Services provided under the applicable Order Form in accordance with the terms of this Agreement; and
(b) a non-exclusive, non-transferable, revocable, licence during the term of the relevant Order Form to use iSiteTV’s Background Intellectual Property Rights solely to the extent required for Client to make use of the Deliverables and to receive the Services provided under the applicable Order Form, in accordance with the terms of this Agreement.

5.4 Client grants to iSiteTV and its subcontractors:
(a) a non-exclusive, worldwide, royalty-free licence to use Client’s Background Intellectual Property Rights during the term of this Agreement for the purpose of: (i) iSiteTV promoting Client’s use of the Services; (ii) performing its obligations under this Agreement; and (iii) any other purpose as specified in an Order Form; and
(b) a non-exclusive, worldwide, royalty-free, irrevocable, perpetual and assignable licence to use all Client’s Background Intellectual Property Rights which are necessary to enable iSiteTV to exploit the Deliverables.

5.5 Client acknowledges and agrees that nothing in this Agreement will operate as an assignment to Client of any of iSiteTV’s Intellectual Property Rights.

5.6 Client shall not sub-license, assign or otherwise transfer any rights granted in this clause 5.

5.7 The licences granted in this clause 5 (other than clause 5.4(b)) will automatically terminate upon termination or expiry of this Agreement or the relevant Order Form (if earlier).

5.8 Client shall indemnify iSiteTV against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all other reasonable professional costs and expenses) suffered or incurred or paid by iSiteTV arising out of iSiteTV’s receipt or use of Client’s Background Intellectual Property Rights.

5.9 At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this clause 5.

6. DATA PROTECTION

6.1 Each of the Parties acknowledges and agrees that for the purposes of the Data Protection Legislation: Client is the controller; and iSiteTV is the processor in relation to the processing by iSiteTV of any Personal Data. The types of Personal Data, categories of data subject to whom it relates, and the subject matter, duration, nature and purposes of the processing to be carried out under this Agreement are set out in each Order Form. If Client wishes iSiteTV to process different data and/or for different purposes, the Parties will agree any variation to the Order Form in accordance with clause 12.8.

6.2 In order to provide the Services, Client may instruct iSiteTV to cast and engage models (“Talent”), for the purposes identified in each Order Form, and as detailed in iSiteTV’s privacy notice which iSiteTV will make available to Talent. iSiteTV will process Personal Data relating to Talent in accordance with this clause 6. In particular iSiteTV will:
(a) only retain the Personal Data of Talent who pass the casting stage, unless the Services require iSiteTV to retain a shortlist of applicants for future Client projects;
(b) implement appropriate measures and procedures, such as the maintenance of a Talent spreadsheet, to ensure Talent shall not be cast for projects relating to competing products and services. Client acknowledges it will be necessary for iSiteTV to maintain such measures beyond the term of the Agreement, in accordance with clause 6.2(c), and clause 6.9 shall not apply to these processes accordingly; and
(c) notwithstanding clause 6.9, Client authorises iSiteTV to retain Talent Personal Data, for the longer of the term of the relevant Order Form and six years for the purposes identified in the relevant Order Form.

6.3 iSiteTV will process the Personal Data (including the transfer to an international organisation or a country (other than the United Kingdom) outside the European Union): (i) only in accordance with Client’s written instructions; or (ii) as otherwise required by law (subject to iSiteTV first notifying Client of the relevant legal requirement unless such notification is itself prohibited by law on important grounds of public interest).

6.4 iSiteTV will immediately notify Client if iSiteTV (or any of its sub-contractors) believes any of Client’s instructions relating to processing Personal Data breaches any Data Protection Legislation.

6.5 iSiteTV will only disclose the Personal Data to those of its personnel who have committed themselves to confidentiality.

6.6 iSiteTV will not transfer Personal Data to an international organisation or to any country (other than the United Kingdom) outside the European Union without the express prior written consent of Client unless: (i) such transfer is to a country or international organisation, which at the time of transfer is formally recognised by the European Commission (or the UK Information Commissioner’s Office if the UK is no longer a member of the European Union) as providing an adequate level of data protection; or (ii) iSiteTV has put in place appropriate safeguards to protect such Personal Data and ensure that the relevant data subjects have enforceable subject access rights and effective legal remedies as required by Data Protection Legislation.

6.7 iSiteTV will implement appropriate technical and organisational measures to ensure a level of security appropriate to the data security risks presented by processing the Personal Data.

6.8 iSiteTV will notify Client without undue delay if it becomes aware that it (or any of its sub-contractors) suffers a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to any Personal Data.

6.9 When iSiteTV ceases to provide Services relating to processing pursuant to this Agreement, iSiteTV shall: (i) at Client’s option, delete or return to Client all Personal Data; and (ii) delete all copies of the Personal Data except insofar as iSiteTV reasonably considers it is required by law to continue to store such copies.

6.10 iSiteTV will take appropriate technical and organisational measures to assist Client in fulfilling Client’s obligations to respond to any request by any data subject to exercise any data subject right under articles 12-23 inclusive of the GDPR or any equivalent or implementing legislation, in each case only to the extent that the data subject’s request relates to the processing of Personal Data by iSiteTV pursuant to this Agreement.

6.11 iSiteTV will at Client’s request assist Client in complying with Client’s obligations under articles 32-36 inclusive of the GDPR or any equivalent or implementing legislation, in each case only to the extent that Client’s request relates to the processing of Personal Data by iSiteTV pursuant to this Agreement.

6.12 On reasonable notice during business hours iSiteTV will allow Client, its statutory or regulatory auditors, and in each case their authorised agents, access to such information as Client may require in order to verify iSiteTV’s compliance with its obligations in relation to data processing under this Agreement. Unless Client has reasonable grounds to believe iSiteTV has committed a material breach of this clause 6, Client may not exercise its audit right more than once in any 12 (twelve) month period. Client shall use all reasonable endeavours to ensure that the conduct of any audit does not unreasonably disrupt iSiteTV or its business. Any audit will be limited to an audit of the Personal Data and the processes relating to the Personal Data and will not include any information relating to any other customer of iSiteTV or any other third party (other than a DP Sub-processor).

6.13 Client acknowledges and agrees that iSiteTV may use the following third parties (each a “DP Sub-processor”) to process any Personal Data on behalf of Client pursuant to this Agreement.
(a) NOT USED

6.14 iSiteTV will not replace any DP Sub-processor or use any other third party to process any Personal Data on behalf of Client pursuant to this Agreement without Client’s prior written consent. iSiteTV will ensure that it has a written agreement with such DP Sub-processor which includes obligations which are no less onerous than the obligations on iSiteTV in relation to Personal Data under this Agreement. iSiteTV remains fully liable to Client for the performance of each of its DP Sub-processors in relation to processing Personal Data.

6.15 Client will:
(a) comply with its obligations under the Data Protection Legislation which arise in relation to this Agreement and the receipt of the Services;
(b) not do or omit to do anything which causes iSiteTV (or any DP Sub-processor) to breach any of its obligations under the Data Protection Legislation; and
(c) reimburse iSiteTV for any reasonable costs reasonably incurred by iSiteTV in performing its obligations under clauses 6.9 , 6.10, 6.11 and 6.12, in each case except to the extent that such costs were incurred as a result of any breach by iSiteTV of any of its obligations under this clause 6 or Data Protection Legislation.

6.16 Subject to clause 6.2, Client represents, warrants and undertakes to iSiteTV that: (i) Client (and any other sub-contractor of Client) has obtained the Personal Data in accordance with the Data Protection Legislation and has provided (or will provide) all necessary notices to data subjects whose personal data comprises part of the Personal Data; and (ii) it has (or will at the required time have) one or more valid grounds for iSiteTV’s (and any DP Sub-processors and their sub-sub-processors’) processing of the Personal Data in accordance with this Agreement, so that such processing of the Personal Data in accordance with this Agreement complies with the Data Protection Legislation.

6.17 Except as expressly provided in clause 6.15 each Party will comply with its obligations in this clause 6 at no additional charge or cost to the other Party.

7. WARRANTIES

7.1 Each Party warrants, represents and undertakes to the other that it has full power and authority to enter into this Agreement.

7.2 Each Party warrants to the other that it will not act in such a way as to damage, undermine or challenge the other Party’s ownership of its Intellectual Property Rights.

7.3 The Client warrants that the receipt and use of the Client’s Background Intellectual Property Rights in the performance of this Agreement by iSiteTV, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.

8. LIABILITY

8.1 Nothing in this Agreement shall exclude or limit the liability of either Party in respect of:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot be limited or excluded under applicable law.

8.2 Subject to clause 8.1, iSiteTV’s total liability (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) in respect of all claims arising under or in connection with this Agreement in a Contract Year, shall be limited in aggregate to the greater of:
(a) one hundred percent (100%) of the Charges paid or payable in that Contract Year; and
(b) one hundred percent (100%) of the Charges paid or payable in the first Contract Year of the Agreement.

8.3 Subject to clause 8.1, iSiteTV wholly excludes the following heads of loss from being recoverable from iSiteTV under or in connection with this Agreement:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information (excluding Personal Data);
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

8.4 iSiteTV has given commitments as to the compliance of the Services with relevant specifications set out in this Agreement. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

8.5 iSiteTV shall maintain throughout the term of the Agreement a policy of public liability insurance providing not less than £10m (ten million pounds sterling) level of cover and professional indemnity insurance providing not less than £5m (five million pounds sterling) level of cover, in respect of any act or omission of iSiteTV.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, either Party may terminate this Master Service Agreement immediately at any time by written notice to the other Party if:
(a) that other Party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 (thirty) days after the service of written notice specifying the breach and requiring it to be remedied;
(b) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 (thirty) days after being notified in writing to make such payment;
(c) that other Party ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement) or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that Party; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that Party; or the ability of that Party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that Party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to that Party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction); or
(d) that other Party has been subject to a Force Majeure Event for a continuous period of more than 30 (thirty) days.

9.2 If a Party terminates this Agreement in accordance with the terms of the Master Service Agreement, it may elect whether or not it wishes to continue with any Order Form then in existence (each such continuing Order Form to continue on the basis that it is governed by the Master Service Agreement notwithstanding its termination). If no such election is made at the time of termination, the Order Form shall terminate at the same time as the Master Service Agreement.

9.3 On expiry or termination of this Agreement (or any part of it):
(a) Client shall immediately pay to iSiteTV all of iSiteTV’s outstanding unpaid invoices and interest and, in respect of the Services supplied or expenses incurred but for which no invoice has been submitted, iSiteTV may submit an invoice, which shall be payable immediately on receipt. iSiteTV shall cooperate with Client and take all reasonable actions (at the expense of Client) to facilitate a smooth transition to a new service provider; and
(b) all applicable licences granted to Client under this Agreement shall be revoked and Client shall immediately discontinue its use of the Deliverables.

9.4 Termination or expiry of this Agreement (or any part of it) shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

9.5 On any termination or expiry of this Agreement (or any part there-of), all terms which are expressly or by implication intended to survive termination or expiry, shall survive and continue.

9.6 If an Order Form is terminated or expires, the provisions of clauses 9.3 – 9.5 shall apply in respect of that Order Form.

10. FORCE MAJEURE

10.1 A Party who becomes aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay in performing its obligations under this Agreement (other than Client’s obligation to pay the Charges) shall forthwith notify the other Party and shall inform the other Party of the period for which it is estimated that such failure or delay shall continue. The affected Party shall take reasonable steps to mitigate the effect of the Force Majeure Event, but otherwise shall not bear any liability or responsibility to the other Party for the Force Majeure Event.

11. CONFIDENTIALITY

11.1 Each Party shall protect the Confidential Information of the other Party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of a similar nature, being at least a reasonable degree of care.

11.2 Confidential Information may be disclosed by the receiving party to its employees, affiliate partners, and professional advisers, provided that the recipient is bound by obligations of confidentiality no less onerous than those contained in this Agreement to maintain the confidentiality of the Confidential Information received.

11.3 The obligations set out in this clause 11 shall not apply to Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through breach of this clause 11;
(b) was in the possession of the receiving party prior to disclosure by the other party;
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) was required to be disclosed by law or a governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice requirement.

11.4 At the request of the disclosing party the receiving party shall destroy or return to the disclosing party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the disclosing party’s Confidential Information, provided that the receiving party may retain a copy of documents and materials containing, reflecting, incorporating, or based on the disclosing party’s Confidential Information to the extent reasonable to permit the receiving party to keep evidence that it has performed its obligations under this Agreement. The confidentiality obligations set out in this Agreement shall continue to apply to any documents and materials retained by the receiving party.

11.5 Nothing in this clause shall prevent either Party from using any techniques, ideas or know how gained during the performance of this Agreement in the course of its business to the extent that such use does not result in a disclosure of the other Party’s Confidential Information or an infringement of Intellectual Property Rights.

12. OTHER IMPORTANT TERMS

12.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

12.2 If any provision or part-provision of this Agreement is deemed deleted under clause 12.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.3 Each Party acknowledges that this Agreement contains the whole agreement between the Parties, superseding all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to the subject matter, and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

12.4 All notices to be given under this Agreement shall be in writing and shall either be delivered personally or sent by first class or airmail prepaid post or by email or facsimile transmission. Each notice shall be addressed to the address of the Party concerned as set out in this Agreement or to such other address as that Party shall have previously notified to the sender.

12.5 This Agreement is personal to the Parties and neither Party shall be entitled, without prior consent from the other Party, to assign, novate, subcontract or otherwise dispose of any of its rights and/or obligations under the Agreement.

12.6 This Agreement and any disputes or claims arising out if or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

12.7 The Parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

12.8 A variation of this Agreement must be in writing and signed by or on behalf of both Parties.

12.9 A waiver of any right under this Agreement is only effective if it is in writing and it applied only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.

13. THIRD PARTY RIGHTS

13.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

13.2 Nothing in this Agreement creates a joint venture, relationship of partnership or agency between the Parties. Accordingly, except as expressly authorised under this Agreement, neither Party has authority to pledge the credit of or make any representation or give any authority to contract on behalf of the other Party.

13.3 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

14. DEFINITIONS AND INTERPRETATION

14.1 The following terms shall have the following meanings for the purposes of this Agreement:
Agreement means the Master Service Agreement and all executed Order Forms;
Background Intellectual Property Rights means any and all Intellectual Property Rights that are owned by or licensed to a Party which are or have been developed independently of this Agreement (whether prior to the Effective Date or the commencement date of a relevant Order Form or otherwise);
Charges means the charges payable by Client to iSiteTV for the Services as detailed in the Order Form;
Confidential Information means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential;
Contract Year means a 12 (twelve) month period commencing on the Effective Date or any anniversary of it;

Data Protection Legislation means:

(a) Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) including the recitals (“GDPR”) and any equivalent or implementing legislation;
(b) if and to the extent that the UK Data Protection Act 2018 (“DPA 2018”) applies to any processing of Personal Data: (i) the GDPR as applied by the DPA 2018; and (ii) the DPA 2018; and
(c) all other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy, electronic communications, marketing and/or data security.

The following terms shall have the meaning given to them in the GDPR: “controller” “data subject”, “personal data”, “personal data breach”, “processing” and “processor”;
Deliverables means all documents, products and other materials which are developed by (or on behalf of) iSiteTV in the performance of the Services (including those items identified as “Deliverables” in the Order Form);Draft Order Form means a draft unexecuted order form;
Force Majeure Event means any event arising which is beyond the reasonable control of the affected party including, but not limited to, the following:
(a) Acts of God, explosions, floods, tempests, fires or accidents;
(b) epidemics or pandemics;
(c) wars or threats of war, sabotage, insurrections, civil disturbances or requisitions;
(d) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(e) import or export regulations or embargoes;
(f) strikes, lock-outs or other industrial actions or trade disputes (excluding those involving employees of either iSiteTV or Client);
(g) any inability to obtain raw materials, labour, fuel, parts or machinery; and
(h) power failures or breakdowns in machinery (excluding those which are the direct or indirect result of the acts or omissions of either Party);

Global Syndication Services

means the global syndication services as set out in each Order Form (where applicable);

Intellectual Property Rights

means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application for and renewals or extensions of such rights), including copyright and related rights, know-how, Confidential Information, trade secrets, business names and domain names, trademarks, service marks, trade names, rights in trade dress or get-up, patents, rights in inventions, petty patents, utility models, design rights, unfair competition rights, semi-conductor topography rights, database rights and all rights in goodwill or to sue for passing off, and all similar or equivalent rights or forms of protection;

Master Service Agreement

means the signature sheet and the terms and conditions set out in Exhibit 1 to the signature sheet;

Order Form

means an order form signed by both Parties which sets out the specific details of the Services to be provided by iSiteTV to Client;

Personal Data

means the personal data to be processed by iSiteTV in connection with this Agreement;

Production Services

means the production services as set out in each Order Form (where applicable);

Services

means the Production Services, the Global Syndication Services, the Where to Buy Services, the Set Up Management Services and/or any other services to be provided by iSiteTV as set out in each Order Form;

Set Up Management Services

means the set up management services as set out in each Order Form (where applicable); and

Where to Buy Services

means the where to buy services as set out in each Order Form (where applicable).

14.2 In this Agreement, references to:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a company shall include any company, corporation or other body corporate and a partnership (whether a limited liability partnership or otherwise), wherever and however incorporated or established;
(c) the singular shall include the plural and vice versa (unless the context otherwise requires); and
(d) a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any sub-ordinate legislation made under it.

14.3 A reference to writing or written does not include e-mail unless stated to the contrary in this Agreement.

14.4 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

14.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be for illustrative purposes only and shall not limit the sense of the words preceding those terms.

14.6 If there is any conflict or inconsistency between the documents forming this Agreement, subject to clause 1.6, the documents shall have priority in the following order:
(a) the signature sheet;
(b) the main body of the terms and conditions set out in Exhibit 1 to the signature sheet;
(c) the Order Form(s);
(d) any Schedules of the terms and conditions set out in Exhibit 1 to the signature sheet; and
(e) any document incorporated by reference into an Order Form (other than any document set out in clauses (a) to (d) above).

Last updated: on Sep 04, 2020