This Website is owned and operated by Enable Media Limited (EML), trading as "Scoot".
In these conditions, references to "Enable Media Limited", "Enable Media Ltd", "Enable Media", "EML", "Scoot", "www.scoot.co.uk", "scoot.co.uk", "TouchLocal Ltd", "TouchLocal", "www.touchlocal.com", "touchlocal.com", "we", "us", "our" and "ours" are references to Enable Media Limited and references to "you" or "your" are references to the person ordering Services from us. References to our "Services" are references to the services we provide in relation to the Internet Services set out at clause 3 below and any bespoke services which we may agree to provide. These Conditions (as may be amended from time to time) will govern the relationship between you and us.
Enable Media Limited (Registration No 5178759) ("Enable Media") is incorporated in England and Wales with its registered office at 9th Floor, 89 Albert Embankment, London SE1 7TP. VAT number: GB 896 1121 14. Enable Media is a wholly owned subsidiary of Touch Local Ltd.
1.1 We invite you to buy Services from us. If you wish us to provide Services to you, you will need to confirm your Order to EML. All Orders will be subject to these Conditions. A binding contract between you and us ("Contract") will only arise when we have received confirmation of Order from you, whether verbal or in writing, and we have notified you of our acceptance of your Order whether verbal or in writing. You should only submit an Order to us if these Conditions are acceptable to you without modification.
2.1 Our charges ("Charges") for any Services ordered by you will be our current price in force for that Service when you confirm your Order. All our current prices are available from one of our sales team. All of our prices are exclusive of VAT and other applicable taxes which will also be payable by you.
2.2 The Charges for all of our Services are payable in advance by you. In the case of our Annual Services (which include, without limit, Basic Listing, Priority Listing and Super Listing on www.scoot.co.uk ("Paid For Listings"), LeadFinder products on www.touchlocal.com ("Paid For Listings"), Keyword Trackz, Video Advertising and Web Hosting) this means that our Charges are due to be paid by you at the same time as your Order and then again by you on each anniversary. In the case of our Non-Annual Services (which include, without limit, Banner Advertising on www.scoot.co.uk, Domain Name Registration, Website Design and bespoke website optimisation) our Charges must be paid by you at the same time as your Order.
2.3 Any indulgence given by us to you in respect of the time for payment of our Charges is entirely at our discretion and shall not operate as a waiver of any of our rights. If you do not pay us any sums due from you on the due date for payment, we may at our option charge interest on the overdue amount at the rate of 4% above the base rate of HSBC Bank Plc then in force.
2.4 We normally accept payment by cheque (payable to Enable Media Limited), and by Visa, MasterCard, Maestro, Delta, Switch or American Express. We do not currently accept payment by Diners Club, Electron or Solo. We may withdraw any method of payment at any time without notice to you.
2.5 If any reduction is available to you in respect of a promotional offer made available by us, and you are eligible for such offer, then the Charges payable by you will be reduced by the amount shown but not by more or otherwise.
3.1 Descriptions of most of our Services are on the Websites www.scoot.co.uk, www.touchlocal.com or any of our Partner websites ("Product Description"). In addition, our Sales Team will also be pleased to discuss any further bespoke Services that you may require. Subject to our acceptance of your Order, and your continual compliance with these Conditions, we will provide the Services specified in your Order in accordance with these Conditions and the Product Description, using our reasonable skill and care at all times. We may use agents and/or sub-contractors to perform the Services on our behalf where we deem it appropriate to do so.
3.2 In pursuance of Our policy of continuing service improvements we reserve the right to alter the look, feel, style, facilities and functionality of any of our Services and the Website at any time without giving you prior notice but in doing so we will endeavour not to materially diminish the overall functionality and value of the Services or the Website. Accordingly, the Product Description is subject to change from time to time.
3.3 You accept that we cannot guarantee that the Services on the websites www.scoot.co.uk and www.touchlocal.com in all respects are visible in all browsers and versions of these browsers. We will use our reasonable endeavours to ensure that the Services are visible in the most commonly used version of Internet Explorer.
3.4 We may at any time either change, replace or delete these Conditions or include new terms.
Profile Management Services
3.41 When purchasing a profile management service from us, you give us permission to act as your online marketing agency and claim any listings on third party websites. We in no way guarantee that your profile will be accepted on the third party website or guarantee any placement.
3.42 We will add any content that has been given to us or is present on any other listings, we are in no way responsible for any damages that may arise by adding such content.
3.5 Our Internet Services include, without limitation, Basic Listing, Priority Listing and Super Listing on www.scoot.co.uk, LeadFinder products on www.touchlocal.com, Video Advertising, Web Design, Web Hosting, Web Starter, Keyword Trackz, Profile Management Services and bespoke website optimisation. From time to time other Services may be added, or Services may be removed.
3.6 Our Basic Listing, Priority Listing, Super Listing and Banner Advertising services on www.scoot.co.uk and LeadFinder products on www.touchlocal.com include search tags which describe your business, products and/or services and may result in details about your business being displayed on the Scoot or TouchLocal websites to users who perform a search using these search tags. We reserve the right to refuse to include or remove any search tags from your business listing or banner on Scoot or TouchLocal if we believe that these search tags do not in any way describe your business, products and/or services and/or may mislead users of the Scoot or TouchLocal websites.
3.7 You acknowledge and accept that your services and/or products may be reviewed either favourably or unfavourably by third party consumers and that third party review activity does not constitute the view or opinion of Scoot or TouchLocal. You accept that we offer no editorial services for reviews and are not in a position to investigate every review but take reasonable steps to prevent libellous or offensive materials from being posted online, although we reserve the right either to maintain or to remove reviews for any reason within our sole discretion.
3.8 You accept that we will remove positive reviews if they can be traced to the business owner (from December 2007, 'falsely representing oneself as a consumer' became illegal under European legislation).
3.9 You accept that we will generally only remove negative reviews on the basis of a breach of the 'Terms and Conditions for Submitting Reviews on the TouchLocal website at Terms & Conditions of Membership. We reserve the right to apply our sole discretion in the matter.
3.10 Our Keyword Trackz service is limited to monitoring your website's position in major search engines, as listed in the product description on this website, once in every month. A report indicating the position of your website on these major search engines will be forwarded to you every month of your contract term.
3.11 Where we provide any affiliate services on a revenue share basis, we will forward any agreed fees to you within 30 days of receiving the corresponding fees from the client. If you fail to complete the agreed service or remove any links from the agreed website(s) or render the agreed website(s) unavailable within the specified contract period, the full fee for the agreed service will be refundable to us.
3.12 We will not commence any design work for Internet Services until we have received from you all of the required art work, information, and other materials such as logos, photographs, company brochures, and press information ("together referred to in these Conditions as "Deliverable Materials") and we are satisfied that you have complied with your obligations in relation to such Deliverable Materials which are set out below. You must send us all Deliverable Materials within 2 weeks of confirming your Order. If we receive the Deliverable Materials after the 2 weeks allowed, then we will complete the product using basic business details and reserve the right to make an additional charge for the time spent in publishing the information on your behalf.
3.13 We will endeavour to provide you with initial designs within 6 weeks of receipt by us of all Deliverable Materials. If when you receive the initial designs you want to suggest any amendments you must notify us of your suggested changes within 14 days of receipt of the initial design. If we do not hear from you within those 14 days, you will be deemed to have accepted our initial design.
3.14 If you have suggested any amendment to our initial designs, we will endeavour to incorporate your changes and send you a revised version within 14 days. If when you receive such revised version you require further changes you must notify us within 14 days of receipt of them. If we do not hear from you within those 14 days, you will be deemed to have accepted our revised design. Unless you require any further changes as a result of us not incorporating any changes previously notified by you in response to our initial design, we reserve the right to charge you at our then-current price for any further revisions.
3.15 If you fail to provide any Deliverable Materials to us within the specified time limits, we reserve the right, in addition to any other rights we may have, to retain any Charges that you have paid to us.
3.16 We will endeavour to meet your requested live date(s) for your Internet Service but time is not of the essence in this respect and we will not be liable for any delays.
3.17 From the date that your Internet Service goes live, we will host your Internet Service in return for your payment of the relevant Charges. We may submit your Internet Service to search engines but we do not guarantee or warrant in any way your acceptance by a search engine whether it is linked to Scoot and/or TouchLocal or not.
Online Video Advertising
3.18 EML shall develop a video montage and/or custom video in conjunction with a third party partner (Video Production Partner "VPP").
3.19 EML and the VPP will produce the video montage and/or custom video advertisement in accordance with the product information described on this website, using the Deliverable Materials or selected parts of the Deliverable Materials supplied by the Customer. It is the Customer's responsibility to provide all information or Deliverable Materials required for production, on time and in the correct format.
3.20 In consideration of payment of the Charges, the video montage and/or custom video advertisement will be placed within the Customer's Paid For Listing on Scoot.co.uk and/or TouchLocal.com for a period of 12 months or until the Paid For Listing expires, whichever period is shorter (see 3.25 and 3.28 below).
3.21 EML will use reasonable commercial endeavours to complete all applicable Services within any agreed timescales or within a reasonable period of time, subject to clause 3.19 above.
3.22 Following production of the video montage and/or the custom video, the Customer will be given access to the video montage and/or the custom video for approval. There will be a five working day review period during which the Customer may request reasonable minor amendments (3 for video montage and 1 for custom video) free of charge. Any changes requested thereafter will be subject to additional charges.
3.23 The final video montage and/or custom video advertisement will feature the Scoot and/or TouchLocal logos at the end and we reserve the right to include a short (no longer than 5 seconds) advertisement post rolling of the video montage and/or custom video.
3.24 We will host and stream the video montage and/or custom video advertisement on the Scoot and/or TouchLocal websites and, at our absolute discretion, may licence the same to be displayed on the website of any other third party provider.
3.25 The video montage and/or custom video advertisements and all copyright and related intellectual property rights therein will remain the exclusive property of EML. Customers are free to use the video montage and/or custom video advertisements wherever they wish provided that they continue to have Paid For Listings on Scoot and/or TouchLocal and that the video montage and/or custom video advertisements remain in their originally produced format. They may not be re-edited and the Scoot and/or TouchLocal credits may not be removed. Customers have the right to promote their video montage and/or custom video advertisement on any marketing materials and subject to the foregoing, may also display, publish or disseminate the video montage and/or custom video advertisement in any way they see fit.
3.26 Where the Customer grants any licence relating to the video montage and/or custom video to a third party, it shall be upon the same terms as EML's licence to the Customer and shall, in particular (but without limitation) include provisions that the video montage and/or custom video shall only be used if the Scoot and/or TouchLocal credits are included.
3.27 The video montage and/or the custom video are subject to an annual hosting fee. The hosting fee for the first 12 months is included within the Charges for the production of the video montage and/or custom video.
3.28 Upon expiry or termination of the Customer's Paid For Listing on Scoot and/or TouchLocal, any links to the video montage and/or custom video under the control of EML will be disabled; the Customer is required to disable any links to the video montage and/or custom video within its power or control; and any rights relating to the video montage and/or custom video granted by EML will be withdrawn. In such circumstances, Customers may purchase a licence to use the video montage and/or custom video on third party websites for a one off cost and providing that the video montage and/or custom video remains in its originally produced format. Under no circumstances may the video montage and/or custom video be re-edited or the Scoot and/or TouchLocal logo credits be removed.
3.29 If you have a video promoting your business, EML will provide a link to it within your Paid For Listing on scoot.co.uk only upon payment of the fee. The link will be a hyperlink to a third party hosting website on which your video will be hosted.
3.30 You will submit the video to EML for EML's approval prior to activation of the link. EML shall not be obliged to activate the link unless EML first approves your video. EML reserves the right to refuse to activate the link to any video of which EML does not approve in EML's sole discretion. EML reserves the right to de-activate the link at any time and for any reason in EML's sole discretion.
Domain Name Services
3.31 Our Domain Name Services include, without limit, domain name registration and hosting. From time to time additional Services may be added, or Services may be removed.
3.32 We will register a domain name of your choice with a domain name extension ".co.uk"; ".org.uk"; ".ltd.uk" (subject to meeting Nominet's requirements); ".plc.uk" (subject to meeting Nominet's requirements); ".com"; ".org"; ".net"; ".biz"; or ".info"; ("your Domain Name"), host your Domain Name, connect your Domain Name to your web pages hosted by us (Web FormationTM) and pay the initial administration fees charged by the relevant domain name registry ("Registry"). We will endeavour to complete the registration of your Domain Name within 14 days of your Order but we will not be liable for any failure to do so. In the case of ".uk" domains, we will pay the required fees to Nominet, which for new domain purchases, requires us to pay for two years of registration. For all other domains, we will pay one year's fees to the appropriate registry.
3.33 We will transfer a pre-registered domain to us provided that:
3.34 You warrant that the details submitted by you to us for the purpose of the Domain Name Service are true and correct, and that future editions or alterations to those details will be true and correct.
3.35 Domain names are usually allocated by the Registrar on a first-come, first-served basis. This means that until the registration process is complete, your Domain Name could be registered by any other party. If for this or any other reason your Domain Name is not available, we will contact you to agree a suitable alternative domain name. If our attempts to register your Domain Name are then unsuccessful, we will, upon receipt of your written request, repay to you such element of the Charges paid by you as relate to the registration of the domain name.
3.36 Any domain name that is registered by us is subject to the terms and policies of the Registrar responsible for the domain name that you have purchased. We give no warranty whatsoever that we will be able to secure your Domain Name, that once secured you will be permitted to retain your Domain Name, or that your Domain Name will be free and clear of intellectual property rights and/or any other claim or challenge by third parties (including without limit, rights and/or claims in relation to registered and unregistered trademarks).
3.37 We reserve the right to disclose to a Registry such of your details as may be required to complete the registration of your Domain Name. You acknowledge that the data that we provide to the Registrar is "personal data" for the purposes of data protection and legislation and that subsequently that the Registry may allow other organisations and members of the public to access such data about you.
3.38 You acknowledge and accept that we will be acting as your agent for the purposes of registering your Domain Name. You hereby appoint us as your agent for such purposes, and specifically give us your consent to enter into a legally binding contract in your name with the Registrar subject to the Registrar's standard terms and conditions.
3.39 Should your web site's bandwidth usage reach the point where it causes an adverse affect on other Clients, we reserve the right to disable your web site until such a time as you are able to reduce your bandwidth usage.
3.40 Each domain name hosted by us includes up to 5gb of bandwidth. If you use more than this amount, you agree to pay for this additional bandwidth at a rate of £10.00 per 1000mb of usage.
3.41 From time to time the server on which your domain is hosted or its connection to the Internet may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) maintenance procedures or repairs which may need to be undertaken; or (iii) causes beyond our control or which we cannot reasonably foresee. We will endeavour to ensure that your website is available at all times, but you acknowledge that computer and telecommunications systems are not error free and that we will not be liable to you or any other person for loss of revenue or earnings or any other loss that you suffer as a result of your website being unavailable or inaccessible.
4.1 You will be permitted to transfer Your Domain Name to any third party in accordance with the Registrar's terms and conditions. If you do so, we will have no obligation to provide Services to the transferee and you are not entitled to any refund of any Charges that you may have paid to us.
4.2 You may transfer a domain name away from us, subject to our receipt from you of our standard transfer-out form, completed and signed by your approved signatory. In cases where the domain extension name is any of ".com"; ".org"; ".net"; ".info"; ".biz" the domain must be active, i.e. not listed as "expired, pending deletion or redemption period" at the Registry's WHOIS. Transferring out of such a domain name with this status incurs a charge imposed by the Registry of between $12.00 and $200, which charge we will pay and for which you shall re-imburse us in full.
5.1 You will promptly provide us (free of charge) with any information that we may reasonably require to enable us to proceed with the performance of our obligations under the Contract. This may include (without limitation) any information which we may reasonably request for the purpose of credit verification and debt collection purposes and you permit us to use such information and to provide it to third parties acting on our behalf for such purposes.
5.2 You are responsible for ensuring that all Deliverable Material that you provide to us is accurate, decent, lawful, and honest, free from third party advertising, and that such Deliverable Material is not offensive, prejudicial or inflammatory, likely to expose us to claims, result in our prosecution, cause us to infringe the legal rights of any third party, or cause us embarrassment or distress of any kind. You agree that you will be responsible to us for any losses costs or claims that we incur if you supply Deliverable Material to us which breaches this obligation.
5.3 You must supply Deliverable Material to us in a suitable format (details of which will be supplied upon your request). You must ensure that any Deliverable Material that you supply to us in an electronic form is provided using fully licensed software and is free from harmful viruses or similar.
5.4 If any Deliverable Material that you provide to us itself constitutes or incorporates any intellectual property rights (including without limit copyrights, registered or unregistered trademarks, patent rights, registered or unregistered designs, proprietary know-how or any other proprietary rights of any nature) you represent and warrant to us that such Deliverable Material is either owned absolutely by you or that the owner of such intellectual property rights has given you permission to use them and to allow us to use them on your behalf.
5.5 If we in our sole discretion consider necessary, we reserve the right to contact the owner of any intellectual property rights vested in any Deliverable Materials provided by you to verify that we have permission to use such Deliverable Materials. However we shall have no liability for failing to do so.
5.6 We may telephone you from time to time and, as with incoming calls, you accept that all such calls may be recorded for internal purposes, including monitoring and training.
5.7 It is the Customer's responsibility to provide all information or Deliverable Materials required for production, on time and in the correct format. Failure to do so will be deemed to be the grant of any reasonably necessary discretion by EML to enable the video montage to be completed by the VPP. EML will accept no liability for, and the Customer will grant EML an indemnity in respect of any losses arising out of any such failure.
5.8 You may terminate this agreement immediately at any time by providing written notice of termination to us by email (with confirmed receipt), post or fax (with confirmed receipt) stating that you wish to terminate your video advertising service and stating your customer contact name, your customer business name and your customer ID. If you terminate this agreement, we will not be required to make any refund to you or give credit for any uncompleted element of the Service.
5.9 Where you supply a video to be be linked to your Paid For Listing on Scoot, you will acquire at your own cost (and will continue to hold throughout the term) all rights, consents and licences necessary to enable EML to activate the link to a third party hosting site.
Domain Name Services
5.10 You must not at any time use Your Domain Name, any website hosted by us pursuant to the Contract, nor any of our networks (or the networks of any of our agents or sub-contractors) for any of the following:
5.11 If you breach any of your obligations set out in clause 5.10 above, we reserve the right at our discretion to terminate the Contract immediately without warning and without limit you agree to indemnify us against any costs, claims or expenses that we incur as a result.
5.12 We will co-operate fully with investigations of violations of systems or security networks or security at other sites and with law enforcement authorities in the investigation of possible criminal violations. We reserve the right to charge you up to £250 to investigate any complaint that we receive in relation to Your Domain Name or any website or other Service hosted by us for you. If you violate any systems and/or network security, you may also incur other criminal or civil liability.
5.13 Users transmitting e-mail from or through any service provided by us must not do anything that attempts to hide, forge or misrepresent the sender of the e-mail and/or sending site of the e-mail.
5.14 Any bulk mailings sent from or through any service provided by us must state explicitly how each individual recipient's e-mail address was obtained and also state how frequently the mail will be received. It is your responsibility to record details including, but not limited to:
These details must be made available to us upon request.
5.15 Any bulk mailings sent from or through any service provided by us must contain simple and clear unsubscribe mechanisms; we recommend that this should be in the form of a working link to a one-click unsubscribe system, although use of a valid "reply to" e-mail address may be used instead.
5.16 Any bulk mailings sent from or through any service provided by us must contain correct, non-electronic, contact information for the sender; this must be included clearly within the text of each e-mail and include:
6.1 In the case of Non-Annual Services the Contract will terminate upon the later of completion by us of such Services and receipt of payment in cleared funds from you of all Charges that are due in relation to them.
6.2 In the case of Annual Services, such Services are provided by us for an initial period of 12 months from the first date on which you make payment to us. Thereafter, the Contract will renew for additional periods of 12 months on payment by you of your Renewal Fee. If you cancel any of the Services other than at the end of a 12 month period, we will not refund any payments of Charges made in respect of the remainder of such period, and all outstanding instalments of the Charges relating to such 12-month period must be paid by you.
6.3 Where we agree with you to deliver a minimum number of impressions or clicks from touchlocal.com, then if touchlocal.com delivers 150% or more of its target before the expiry of the initial term of the Contract, we may notify you and offer to renew the Contract for a period equal to the initial minimum contract period running from the day after 150% of the target was reached. The target shall remain unaltered (unless both parties agree mutually satisfactory new terms) and the provisions of the Order shall be confirmed in an updated Order setting out the appropriate dates and other information. If, within 14 days of the notification, you elect not to renew your contract for touchlocal.com, the Contract shall be terminated, we will be deemed to have fulfilled our obligations under the Contract and you shall have no accrued rights in that regard. If you accept the new terms, or fail to respond within 14 days, you will be deemed to have accepted the new terms in the updated Order and a new contract will have been formed.
6.4 EML shall have the right to immediately terminate any Service if the Customer is in breach of any of these terms. In the case of video advertising or website design, EML shall have the right to immediately terminate the Service if the Customer fails to approve the video montage or website design within a reasonable period.
6.5 We may terminate the Contract with you immediately at any time without notice but, if you demonstrate that we have terminated the Contract without any breach by you of your obligations, we will refund to you a sum representing the part of the Services attributable to the unexpired period to the next anniversary date of your Contract. We may, by at least 30 days' notice to you in advance, elect not to renew your contract with us at an anniversary.
7.1 We accept liability to you for any loss that you suffer due to a breach by us of our duty to exercise reasonable skill and care in the provision of the Services. We also accept liability to you for any loss that you suffer because you are injured or die as a result of our negligence. We give no express or implied warranties for any of the Services including without limit any warranty of merchantability for a specific purpose. You hereby acknowledge and accept that we will have no further liability to you in contract, tort, or breach of statutory duty or otherwise.
7.2 You hereby acknowledge and accept that we make no warranty and give no representation of any kind in relation to data that we obtain for use under licence from any third party organisations and which may be used to assist in the provision of Services by us and which may be displayed on the Website or otherwise by us.
7.3 As part of some of our Services, we agree to delivery a minimum number of impressions or clicks. If we fail to deliver the number of impressions or clicks, our liability will be limited (at our option) to either (i) continuing to provide the Services as soon as is reasonably practicable in the period following the period during which the Services were scheduled to run and for such time as is necessary to generate the shortfall in the agreed number of impressions or clicks; or (ii) refunding to you that proportion of the fees paid which relate to those Services for the impressions or clicks which were not delivered. We will only provide a refund to you under clause 7.3(ii) above if (a) the deliverable materials provided by you arrived within the time limits specified in clause 3.14 above, and (b) the deliverable materials were in accordance with our technical specifications.
7.4 Except where otherwise specifically stated in these Conditions, our total liability to you for any reason is limited to the total amount of the Charges that you have paid to us under this Contract.
7.5 In no event will we be liable for any indirect or consequential damages in contract or tort, including loss of profit, loss or damage to property or relating to claims made by any third party. We advise you not to take any step or act based on your ownership of your Domain Name until you have received confirmation from the relevant registry that you are the registered owner of your Domain Name.
7.6 We will endeavour to ensure that the Websites are available at all agreed times but you acknowledge that computer and telecommunication systems are not error free and that we will not be liable to you in the event that the Websites or any of the Services become unavailable or inaccessible.
7.7 We do not represent or warrant that the Websites or any of our Services will be error-free, free of viruses or other impairing or harmful components. We will endeavour to ensure that errors are not service affecting and we will run commercially available virus detection and correction software.
7.8 We give no warranty whatsoever that we will be able to secure your Domain Name on your behalf. We are not notified as to whether or not attempts to secure Domain Names have been successful and it is your responsibility to establish whether it has been so secured.
7.9 The Websites may contain links to other Websites provided by independent third parties. We make no representations whatsoever concerning the content of those sites and the fact that we provide a link to a particular site is not an endorsement, authorisation, sponsorship or affiliation by us in relation to such sites, its owners or its providers.
8.1 You hereby agree to indemnify, defend and hold us harmless for all liability, claims, damages and costs, including reasonable legal expenses, arising out of or in connection with a breach by you of your obligations, representations and warranties in these Conditions.
8.2 If any application that we make on your behalf to register your Domain Name is terminated due to the content of the Deliverable Materials provided by you, then in addition to any other rights that we may have, we reserve the right to either surrender your Domain Name, retain your Domain Name for our own use or transfer your Domain Name to any third party of our choice.
8.3 You indemnify us and the Registry against any costs, claims or expenses that we incur as a result of any allegation that the registration of your Domain Name or the manner in which your Domain Name is used (either directly or indirectly) infringes a legal right of any third party in respect of any costs, claims or expenses incurred by either you us or the Registry in this respect.
9.1 You must not use, copy, adapt, alter or part possession with any information relating to us which we disclose to you under or in relation to the Contract and which is of a confidential nature. You acknowledge that we may use information provided by you so that we can perform our obligations under this Contract and so we can collate the information that you provide to produce non-customer specific statistics to assist us in our business planning.
9.2 Where you supply to us a video promoting your business, products and/or services, all right, title and interest to and all intellectual property rights in the video will at all times remain your property.
9.3 We both must comply with the Data Protection Act 1998 when dealing with information given to the other party under this Contract. You hereby acknowledge and accept that we may pass your details on to other parties so that they can offer you various products and services.
If we fail to do what we have agreed with you because of something outside of our reasonable control, we will have no liability to you because of our failure. If you fail to do what you have agreed to do under this Contract because of something outside of your reasonable control, you will have no liability to us because of your failure.
11.1 You may not assign or try to assign or otherwise deal with any of your rights and obligations under the Contract without our prior written consent.
11.2 We may assign or sub-contract all or any of our rights and obligations under the Contract to any third party.
12.1 Any indulgence given by us to you in respect of your obligations under the Contract is entirely at our discretion and shall not operate as a waiver of any of our rights.
12.2 Any part of these Conditions that is unenforceable or illegal will be severed from these Conditions and will not affect the enforceability of the remaining provisions of these Conditions.
12.3 We will not be liable to return any Deliverable Materials that you give us for the purpose of providing the Services to you.
12.4 The Contract is governed by the law of England and Wales and each of us agrees to submit disputes in connection with the Contract to the exclusive jurisdiction of the Courts of England and Wales.