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1.1 |
In these terms and conditions the following
words will have following meanings:
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"Act" as defined
in clause 7.1;
"Archive"
front's archive of Data stored on behalf of its Customers;
"Archived Data" Data moved
from the Workspace or Data which is placed directly in the
Archive;
"Archiving Service"
the storage by front in the Archive of Data uploaded to the
Service by or on behalf of a Customer;
"Customer"
the individual customer of front registered to use the Service;
"Data" all Data uploaded by
or on behalf of the Customer to the Site;
"General
Terms" general terms of business in respect
of [FrameStore Limited] regarding payment and other matters
which terms are available at [http://www.framestore-cfc.com/terms.html].
"Insolvency Event" bankrupcy;
or some other event under the provisions of section 123 of
the Insolvency Act 1986 where the Customer will be deemed
to be unable to pay its debts; or compound with its creditors;
or have a resolution passed or proceedings commenced for its
administration or liquidation (other than for a voluntary
winding-up for the purpose of reconstruction or amalgamation);
or have a Receiver or Manager or Administrative Receiver appointed
of all or any part of its assets or undertaking;
"Partner" a third party whose information
is displayed on the Site and whose services may be engaged
by Customers;
"Partner Directory" a directory
listing the contact details of all Partners;
"Permitted Access" access to non
public areas of the Site;
"Permitted User"
those persons nominated by the Customer to whom a password
and a user name will be allocated and who will have Permitted
Access;
"Service" access
to front through the Site and the services and facilities
provided via the Site from time to time including access to
designated Workspace, the Archiving Service and the Partner
Directory;
"Set Top box"
a bespoke set top box that allows access to and use of the
Service;
"Site" the website
located at http://www.framestore-cfc.com/front
or such address as front may from time to time substitute;
"Workspace" an area of the
Site which may only be accessed by the Customer and Permitted
Users and to which Data may be uploaded for review and approval
by Permitted Users.
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2.1 |
The Customer's use of the Service and access
to the Site will be subject to these terms and conditions
and the General Terms.
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| 2.2 |
The Service will be subject to the Customer's
payment of the applicable charges.
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| 2.3 |
Access to and use of all or part of the Service
requires the establishment of an account with front and the
use of a user name and password.
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| 2.4 |
A user name and password will be automatically
allocated to the Customer for personal use upon the Customer's
application to become a user of the Service.
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| 2.5 |
On establishment of an account with front, the
Customer will have the ability to nominate Permitted Users
and will specify the extent to which individual Permitted
Users may have Permitted Access.
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| 2.6 |
The Customer acknowledges and agrees that it
will be solely responsible for the payment of all charges
incurred by Permitted Users and for the acts and defaults
of all Permitted Users.
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| 2.7 |
Each Permitted User will be allocated a personal
user name and password by front.
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| 2.8 |
It is the responsibility of the Customer to
notify front in writing of further Permitted Users or to request
that front revokes some or all of a Permitted User's Permitted
Access.
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| 2.9 |
All user names and passwords must be kept confidential.
The Customer will be solely responsible for maintaining the
confidentiality of all user names and passwords issued to
it and will require that all Permitted Users to whom user
names and passwords are issued will keep them confidential.
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| 2.10 |
The Customer will notify front immediately if
the Customer becomes aware of any unauthorised use of any
user name or password issued to it or any Permitted User or
if the Customer believes that any such user name or password
may have become known to an unauthorised third party.
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| 2.11 |
front accepts no responsibility or liability
for any loss or damage that may result from the use of any
user name or password by any person other than the Permitted
User to which it will have been issued.
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| 2.12 |
front may require that the Customer confirms
that all Permitted Users should continue to have the relevant
Permitted Access and may require that user names or passwords
are changed from time to time.
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3.1 |
Following registration as a user of the Service
and establishment of an account with front, the Customer and,
where applicable, Permitted Users will, subject to the Customer's
payment of all relevant charges in accordance with these terms
and conditions, have the right to:
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3.1.1 |
upload Data to a defined Workspace;
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3.1.2 |
upload Data to the Archive utilising the Archiving Service;
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3.1.3 |
access the Partner Directory; and
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3.1.4 |
utilise such other services and/or facilities as will from
time to time form part of the Service.
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| 3.2 |
The upload of Data
to the Service will be subject to it having been encoded into
a supported format as notified by front from time to time.
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3.3 |
At any time, the Customer
may:
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3.3.1 |
move Data from a Workspace to the Archive and may close
a Workspace.
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3.3.2 |
Create a shared folder with a third party which the Customer
will administer.
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3.4 |
The Customer may at
any time request:
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3.4.1 |
the provision by front of a copy of any Archived Data to
the Customer, any Partner or any third party;
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3.4.2 |
deletion of any Archived Data from the Archive; and
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3.4.3 |
transfer of any Archived Data to the Customer, a Partner
or any third party.
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3.5 |
Unless otherwise agreed
in writing, front do not guarantee any performance or delivery
times in respect of the provision of any copies of any Archived
Data and/or its transfer.
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3.6 |
The Customer may access
all Data uploaded by it to any Workspace or the Archive using
a Set Top box. A separate contract between the Customer and
front will govern the terms on which a Set Top box will be
supplied to the Customer.
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3.7 |
The Customer will
be solely responsible for ensuring that access to a Set Top
box is restricted to authorised users only and that no unauthorised
copies of any Data accessed using a Set Top box are made or
distributed.
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3.8 |
The Customer acknowledges
and agrees that its use of the Partner Directory will be at
its sole risk and expense.
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4.1 |
The rates charged
by front from time to time are set out in front’s rate
card. The rates quoted do not include value added tax which
where applicable will be paid by the Customer.
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4.2 |
front reserves the
right to change the rates quoted in the rate card at any time
without prior notice.
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4.3 |
Charges for the provision
of Partner Services are a matter for the Customer and the
relevant Partner.
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4.4 |
The Customer will
make payment for the Service in the terms of the General Terms.
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4.5 |
front may at any time
withhold access to the Service, and/or provision of any separately
quoted for services pending payment of any sum due from the
Customer under any contract between the Customer and front.
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5.1 |
The Customer undertakes
to front that the Customer will or will ensure that its client
will retain a back up copy of all Data (in a format that will
enable its recovery in the event of its loss or corruption).
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5.2 |
The Customer acknowledges
that as part of the provision of and maintenance of the Service,
any Data, which the Customer may upload to the Service, may
be accessed by front's personnel.
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5.3 |
The Customer will
be solely responsible for the content of all Data which the
Customer and which any Permitted User, in each case whether
for itself or any third party, will upload to the Service.
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5.4 |
The Customer undertakes
to front that no Data uploaded to the Service whether uploaded
by itself or a Permitted User will:
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5.4.1 |
contain any viruses, worms, logic bombs, time locks, time
bombs, Trojan horses and bugs;
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5.4.2 |
infringe any copyright or other third party rights of any
kind;
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5.4.3 |
be defamatory; or
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5.4.4 |
be in breach of any laws of any country of the world.
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5.5 |
front reserves the
right to remove from the Service any Data that it reasonably
believes contains a computer virus of any kind, infringes
any copyright or other third party rights of any kind, is
defamatory or is otherwise in breach of any laws of any country
of the world.
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6.1 |
Without limiting front's
right to elect at any time to cease to make available any
part of the Service or any separately quoted for services,
front may at any time without notice to the Customer and without
liability to the Customer or any third party suspend any part
of the Service or the availability of the Site or cease to
make available any services, whether or not forming part of
the Service, if:
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6.1.1 |
front is entitled to terminate the Customer's access to
the Service;
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6.1.2 |
front needs to carry out maintenance, updates and/or corrections
to the Service or the Site;
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6.1.3 |
front is obliged to comply with an order, instruction or
request of any government or other competent administrative
authority which requires such suspension.
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6.2 |
In the event provision
of the Service or the performance of any obligation accepted
by front is prevented, delayed, or in any way interfered with
by any action or ruling of any government, war, industrial
dispute, strike, breakdown of machinery or equipment, accident,
fire or by any other cause beyond front's control front will
have no liability to the Customer or any third party resulting
from such non provision.
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6.3 |
front may but will
not be obliged to consent to the cancellation or variation
of the provision of any part of the Service. Any such consent
must be in writing.
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6.4 |
front reserves the
right to recover from the Customer full compensation for any
loss or expense arising from such cancellation or variation.
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7.1 |
front is an authorised
Data controller for the purposes of the Data Protection Act
1998 (the "Act").
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7.2 |
The Customer acknowledges
that in the course of the Customer's dealings with front,
front may acquire personal Data which relates to the Customer
or any of the Customer's officers, employees or contractors
and the Permitted Users and the Customer consents to front,
in accordance with its authorisation and the Act, collecting,
storing, processing and transferring to Partners and other
third parties such personal Data. The Customer consents to
the sale or transfer by front of such personal Data in connection
with an assignment or transfer of any of front's assets and
its disclosure to others in compliance with any rule of law
or order of competent authority.
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7.3 |
The Customer's consent
pursuant to this clause 7 is given by the Customer for itself
and on behalf of the Customer's officers, employees and contractors
and the Permitted Users and the Customer warrants to front
that the Customer has the authority to give such consent on
behalf of those persons.
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7.4 |
The Customer will
comply with all the requirements of the Data protection laws
and will indemnify front on a full indemnity basis in respect
of any claims, liabilities, loss or costs incurred by front
as a result of any act or omission of the Customer in breach
of these terms and conditions or the Data Protection Laws.
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8.1 |
front may, without
limiting any of its rights and remedies against the Customer,
terminate the Customer's and all Permitted Users access to
the Service or cease the provision of any part of the Services
at any time by notice in writing to the Customer in the event
that:
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8.1.1 |
the Customer is in breach of any provision
of these terms and conditions or of any other contract between
the Customer and front;
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8.1.2 |
the Customer suffers an Insolvency Event; or
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8.1.3 |
the Customer has failed to make payment of
any sum due to front.
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8.2 |
Upon termination,
the Customer's access to the Service will be suspended. The
Customer's Data will be held in the relevant Workspace and
Archive folder for a period of three months following termination.
At the end of such three month period front will maintain
the Data in the Archive subject to the Customer paying all
ongoing storage charges at the relevant rates. Where such
charges are not paid for any three month period front may
delete the Customer's Data permanently from the Service.
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8.3 |
Termination of the
Customer's access to the Service will relieve front of any
obligation to complete the provision of any part of the Services
which the Customer will have ordered from front that remain
outstanding at the date of termination.
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8.4 |
Subject to the provisions
of clause 8.2, Archived Data and any other materials belonging
to the Customer or which the Customer will have placed in
front's custody will only be returned to the Customer on discharge
in full of all sums due to front and on payment of any retrieval
or transfer charges that front may apply.
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9.1 |
The Customer agrees
that without limiting any other provision of these terms and
conditions:
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9.1.1 |
to the maximum extent permitted by law front's entire liability
for breach of any express provision of these terms and conditions,
or any terms, warranties or conditions implied in these terms
and conditions by operation of law, including liability for
negligence (except where such negligence results in death
or personal injury) are excluded;
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9.1.2 |
under no circumstances will front be liable for any consequential
loss whatsoever including damages for loss of business profits,
business interruption or other indirect pecuniary loss of
any kind;
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9.1.3 |
front's entire liability for any direct loss suffered by
the Customer as a result of front's breach of these terms
and conditions will be limited to the amount actually paid
by the Customer for the Service during the immediately preceding
three month period;
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9.1.4 |
this clause 9.1 is reasonable and necessary in the circumstances
and that having regard to that fact, this clause 9.1 does
not work harshly or unreasonably against the Customer.
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9.2 |
The Customer will
indemnify front from and against:
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9.2.1 |
all claims or proceedings taken against front by any Permitted
User, any third party including any client of the Customer,
front's employees, the Customer's employees or the employees
of any contractor employed by the Customer or front or the
personal representatives or dependants of any such persons
in respect of personal injury or damage to property caused
by or arising out of any act or omission of front's in the
course of carrying out the Customer's specific instructions
given by the Customer or any Permitted User on its behalf;
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9.2.2 |
all claims or proceedings taken against front arising out
of the acts and/or omissions of the Customer, the Customer's
agents or subcontractors, any Permitted User, whether negligent
or otherwise;
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9.2.3 |
any loss or damage suffered by front or any third party
that results from the actions of any person that gains unauthorised
access to the Service, any Workspace and/or any Archived Data
using any user name or password issued to the Customer or
any Permitted User;
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9.2.4 |
any loss or damage suffered by front or any third party
that results from any virus referred to in clause 5.4 introduced
to the Site from the Customer's or any Permitted User's computer
system;
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9.2.5 |
all actions, claims, costs, charges, expenses and proceedings
arising from or incurred by reason of any Data uploaded to
the Service by the Customer or any Permitted User which infringes
any copyright or other third party rights of any kind and
against any actions, claims, costs, charges, expenses and
proceedings which otherwise arise as a result of or in connection
with front's provision to the Customer of any part of the
services.
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9.3 |
Unless otherwise expressly
agreed in writing, front give no warranty as to the fitness
of any part of the Services which the Customer acquires from
front for any particular purpose even though that purpose
may be specified in the Customer's set up form and any implied
warranty or condition, statutory or otherwise, to that effect
is excluded.
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9.4 |
front will have no
responsibility for and will have no liability to the Customer
or any third party as a result of the Customer having entered
into any contract with any Partner. The Customer acknowledges
that front does not make any representation as to the suitability
of any Partner Services, the quality of the same or the standing
of any Partner. It is for the Customer to undertake all appropriate
enquiries before concluding any arrangements with any Partner.
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9.5 |
Notwithstanding and
without limiting clause 9.1, front will not be responsible
for and will have no liability to the Customer or any third
party for:
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9.5.1 |
any loss or damage that results from any person
gaining unauthorised access to the Service;
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9.5.2 |
use or disclosure of any Data obtained by any third party
as a result of the same having gained unauthorised access
to the Service or having intercepted any Data as it passes
between the Customer, front or any third party (to include
any Partner);
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9.5.3 |
any loss or damage resulting from any malfunction of or
the introduction of any viruses referred to in clause 5.4
to the Customer's equipment, software or links as a result
of using the Service or any Partner Services.
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