Client Agreement

Client term sheet for use of www.publicitymedia.com (the “Platform”)

This “Term Sheet” and the General Terms and Conditions of Service attached will form a legally binding agreement between Maglabs Limited and the Client when the Client signs up to use the Platform.

Commencement Date: Date of sign up via the Platform.
Client (full registered company name): As set out in sign up form.
Client registered company number: As set out in sign up form.
Client registered office address: As set out in sign up form.

Fees:

PACKAGE FEES
BASIC FREE
ENTRY £250 PER MONTH
PROFESSIONAL £500 PER MONTH (PLUS £750 ONE-OFF SET-UP CHARGE)
ENTERPRISE £950 PER MONTH (PLUS £1500 ONE-OFF SET-UP CHARGE)

 

Fees are exclusive of VAT, which shall be charged in addition as applicable. Fees will be calculated and charged monthly in arrears based on the actual number of business users, number of releases and total amount of storage which the Client uses on the Platform in any given month.  Therefore fees can go up and down on a monthly basis.  For example, if the Client chooses the Basic Package but in any given month exceeds the maximum number of business users, number of releases and / or amount of storage for the Basic Package then the Client will be charged for the Entry Package, Professional Package or Enterprise Package, depending on the actual number of business users, number of releases and total amount of storage used in that particular month. The maximum number of business users, number of releases and amount of storage per month for each package is as follows:

 

PACKAGE

BASIC

ENTRY

PROFESSIONAL

ENTERPRISE

MAXIMUM NUMBER OF BUSINESS USERS PER MONTH

5

15

50

UNLIMITED

MAXIMUM NUMBER OF RELEASES PER MONTH

2

5

25

UNLIMITED

MAXIMUM AMOUNT OF STORAGEPER MONTH

5GB

50GB

250GB

1TB

 

Payment Term:  Invoices will be sent at the end of each month by email to the email address given by the Client in the sign up form and shall be payable by bank transfer to Maglabs Limited within thirty (30) days from date of invoice. 

Minimum Term and Notice Period:  The minimum term and notice period for termination of this agreement will depend on the package chosen on the date of sign up via the Platform. The required period of notice may only begin after the applicable minimum term, must be given in writing and sent to support@publicitymedia.com

PACKAGE

BASIC

ENTRY

PROFESSIONAL

ENTERPRISE

MINIMUM TERM

1 MONTH

3 MONTHS

3 MONTHS

6 MONTHS

MINIMUM NOTICE PERIOD

1 MONTH

3 MONTHS

3 MONTHS

6 MONTHS

 

The Platform: 

The Platform is an online, multi-stakeholder platform available to registered users via approved personal login accounts, through a supported web browser with an active internet connection.

The Platform comprises a range of tools for the management and distribution of rich media sales, marketing, creative, publicity, distribution and corporate content and information. It provides tools to assign access and distribute content to business colleagues, business partners and entertainment media. It comprises the following key models: Search, Drop Zones, Dashboard, Content, Releases, Basket, News Desk, In Messaging, Profile, Administration and Reporting.

Platform Helpdesk (the “Helpdesk”)

The Helpdesk is available to all registered users between 9am and 6pm (London time), Monday to Friday (excluding Bank Holidays in England) via telephone +44 (0) 870 321 5644 and email support@publicitymedia.com for all enquiries relating to the Platform.

The Helpdesk is available to report technical issues and to provide general support and training on use of the Platform. The Helpdesk is also available for clients to request additional Bureau Services as outlined below, should these be required.

Fully trained and experienced personnel will manage the Helpdesk during the times stated above. The Helpdesk will utilise an answer phone service when all helpdesk personnel are occupied on live calls and activities.

The Helpdesk team will provide a professional, friendly and prompt service at all times and will aim to respond to all email and answer phone requests within a maximum of four (4) working hours.

Bureau Services

The Helpdesk will provide a full range of Bureau Services in relation to the Platform. Bureau Services are available to all clients at an hourly rate of £70 plus VAT, charged in segments of 15 minutes. Bureau Services are available for the following tasks:

  • Image and colour retouching
  • Artwork and design services
  • Image manipulation, verification and processing
  • Content uploading, tagging and transferring
  • Data downloading to media and general archiving
  • General asset management duties

 

Where possible, the cost of Bureau Services will be estimated in advance. All Bureau Services are completed by specialist trained staff and when required, fully supported by account management personnel.

This Term Sheet is subject to the Publicitymedia.com General Terms and Conditions of Service (“General Terms and Conditions”) which are attached to this Term Sheet (and if not attached, please request a copy as the Client will be bound by the General Terms and Conditions in any event). By signing up to the Platform, the Client agrees to be bound by this Term Sheet and the General Terms and Conditions.

The Client’s attention is specifically drawn to clause 8 of the General Terms and Conditions which sets out limitations on Maglabs’ liability arising out of the Client’s use of the Platform Services, which the parties agree is reasonable given the level of fees to be paid by the Client and the nature of the Platform Services.  

 

PublicityMedia.com: General Terms and Conditions of Service
(“General Terms and Conditions”)

Last updated: 31 January 2014

  1. General
    1. These General Terms and Conditions, together with the Term Sheet, govern the provision and use of the Platform and the relationship between the Client and Maglabs.
    2. All defined terms set out in the Term Sheet have the same meaning in these General Terms and Conditions.  In addition, the following terms shall have the following meanings:
      1. “Affiliates” means any entity that owns or controls, is owned or controlled by, or is under common ownership of Maglabs or the Client as the case may be;
      2. “Agreement” means the Term Sheet and these General Terms and Conditions.  In the event of any conflict between the Term Sheet and these General Terms and Conditions, the Term Sheet shall take precedence;
      3. “Authorised Content Provider” means those persons (including without limitation employees, freelancers and other third parties) who are authorised by the Client to access, process, store, manage and upload Content through the Platform;
      4. “Client” means the company named on the Term Sheet;
      5. “Content” means any and all material, information, data, software and other materials which is uploaded or copied to the Platform by or on behalf of the Client;
      6. “Maglabs” means Maglabs Limited a company incorporated in England and Wales with company number 06715580, whose principal office is at Tomo Estate, Packet Boat Lane, Cowley, Uxbridge, UB8 2JP;
      7. “Platform” means the platform made available to the Client by Maglabs at publicitymedia.com (or any replacement website);
      8. “Usage Restrictions” means any restrictions stipulated by the Client on the Platform with the Content in respect of the media, territory or length of time for which the Content may be used by Users, or any other restrictions or stipulations as to how the Content may be used by Users;
      9. “Users” means any user of the Platform who has been granted access to the Platform and Content;
      10. “User Terms and Conditions” means the terms and conditions of use of the Platform for all Users which are available at www.publicitymedia.com/terms; and
      11. “Term” means the duration of this Agreement as set out in clause 6 below.
  2. Licence
    1. Maglabs hereby grants to the Client a non-exclusive, non-transferable, non-sub-licensable limited licence to access and use the Platform for the purposes of enjoyment of the Platform Services in accordance with this Agreement during the Term, provided that the Client does not (and does not permit anyone else to) copy, modify, reverse engineer, create copy or derivative work, sell or otherwise exploit the Platform except as is expressly set out in this Agreement.
  3. Platform service
    1. Maglabs will provide the Platform and the Platform Services to the Client in accordance with the Term Sheet and these General Terms and Conditions.
    2. Maglabs may issue updates to the Platform and the Platform Services, including bug fixes and feature enhancements at any time without specific notice to the Client.
    3. While Maglabs endeavours to ensure that the Platform is normally available 24 hours a day, Maglabs shall not be liable if for any reason the Platform (or the Platform Services) are unavailable at any time or for any period.
    4. Access to the Platform (or the Platform Services) may be suspended temporarily and without specific notice to the Client, in the case of system failure, scheduled maintenance, emergency maintenance, service configuration changes, service outages, upgrades,  repair or for reasons beyond Maglabs’ control.
  4. Fees
    1. The Fees for use of the Platform are set out in the Term Sheet.  The Client shall ensure that the Fees are paid in accordance with the payment deadline set out in the Term Sheet.
    2. Maglabs reserves the right to charge interest on all invoices presented to the Client which are not paid by the relevant due date at the rate specified in the Late Payment of Commercial Debts Act 1998.  Such interest will accrue on a daily basis from the date on which payment became overdue up the date on which Maglabs receives the full outstanding amount together with all accrued interest.
    3. Failure to pay or delay in paying the Fees shall entitle Maglabs to suspend the Client’s access to the Platform and Platform Services.
    4. After the Minimum Term, Maglabs reserves the right to increase the Fees subject to written agreement with the Client.
  5. Client obligations
    1. The Client shall be issued with passwords for Authorised Content Providers to access and use the Platform Services.  The Client and Authorised Content Providers will be able to change passwords that have been issued by Maglabs.
    2. The Client shall be responsible for managing passwords for individual Authorised Content Providers, ensuring that all passwords are kept secure and ensuring that only Authorised Content Providers have access to current passwords for accessing the Platform Services.  In the event that the Client wishes to terminate an individual Authorised Content Provider’s access to the Platform Services, the Client shall be responsible for managing the passwords for access to the Platform Services and for changing any passwords of Authorised Content Providers.
    3. Maglabs shall not be liable in the event of any unauthorised use of passwords to gain access to the Platform Service.
    4. Maglabs shall take reasonable measures to try to protect against the loss of Content on the Platform by performing incremental back-ups on a daily basis. Under normal circumstances, Maglabs should be able to restore any Content:
      • that has existed for at least 24 hours on the Platform in the last month, or
      • that has existed for at least 1 week on the Platform in the last 2 months, or
      • that has existed for at least 1 month on the Platform in the last 6 months, or
      • that has existed for at least 3 months on the Platform in the last 2 years.

      Notwithstanding the above, Maglabs shall not be liable in any event that Content on the Platform cannot be successfully restored from back-up.

    5. The Client shall follow current best practice with respect to making its own back-up copies of all Content it uploads onto the Platform.
  6. Term and termination
    1. This Agreement shall commence on the Commencement Date set out on the Term Sheet.  This Agreement shall continue for the Minimum Term, whereupon it shall continue subject to either party giving to the other not less than the minimum period of notice required as set out in the Term Sheet provided that such notice may not expire before the end of the Minimum Term.
    2. Either party may terminate this Agreement immediately upon written notice to the other party in the event of any material breach of this Agreement by the other party where such breach is not remediable or if remediable is not remedied within 30 days’ notice from the non-defaulting party.
    3. Maglabs may terminate this Agreement at any time upon 30 days’ written notice to the Client if the Client fails to pay Maglabs’ invoices on time, becomes insolvent or is unable to pay its debts or enters into liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrative receiver or an administrator appointed over its assets or ceases for any reason to carry on business or takes or suffers any similar or analogous action in any jurisdiction.
  7. Content
    1. The Client hereby grants to Maglabs and its designees and Users a licence to copy, disclose, distribute, incorporate and otherwise use the Content in accordance with any Usage Restrictions relevant to such Content. Where the Client stipulates Usage Restrictions in respect of Content, the Platform will display such Usage Restrictions for Users.  Notwithstanding the foregoing, Maglabs shall not be liable in any event to the Client in respect of any use by a third party of any Content outside of such Usage Restrictions.
    2. The Client warrants and undertakes that any Content and any other materials posted or uploaded for and on behalf of the Client onto the Platform:
      1. shall comply with the User Terms and Conditions;
      2. shall not be threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence;
      3. shall be Content for which the Client has obtained all necessary licences, permissions and/or approvals in order to post or upload onto the Platform;
      4. shall comply with all applicable laws, regulation and industry codes of practice (including but not limited to those relating to advertising, marketing, sales promotion and film certification);
      5. shall not be illegal or infringe the intellectual property or other rights of any third party, in any country in the world; and/or
      6. shall not be technically harmful to any user of the Platform, Maglabs or the Platform Service (including, without limitation, ensuring that the Content does not contain computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
    3. If Content cannot be lawfully accessed or viewed in a particular country without being in breach of any applicable laws, regulations, rules, codes, permissions, contracts or third party rights, the Client must ensure that Usage Restrictions are stipulated with such Content.
    4. Maglabs shall fully co-operate with any law or other enforcement authorities of competent jurisdiction or court order requesting or directing Maglabs to disclose the identity or locate anyone posting any material on the Platform in breach of this Agreement.
    5. The Client shall ensure that all Authorised Content Providers are made aware of the terms and conditions of this Agreement and of their obligations in respect of Content.  Authorised Content Providers will be required to accept the User Terms and Conditions before being allowed to upload Content onto the Platform.  In the event that an Authorised Content Provider breaches the terms of this Agreement and/or the User Terms and Conditions, the Client hereby indemnifies Maglabs against any and all loss, cost, damage, expense and liability suffered by Maglabs or its Affiliates.
    6. The Client hereby indemnifies and keeps Maglabs and its Affiliates indemnified against any and all loss, cost, damage, liability, expense or claim arising out of the uploading, availability, distribution or use of the Content on the Platform and from any breach of this Agreement by the Client, the Client’s Affiliates or the Authorised Content Providers.
    7. The Client acknowledges that Maglabs is not responsible or liable in any way for any content provided by others (including the Client and Authorised Content Providers) and that Maglabs has no duty to moderate such content.  Notwithstanding this, Maglabs shall be entitled to moderate, pre-screen, modify and/or remove any content, including Content at any time, without prior notice if Maglabs believes such content breaches this Agreement, infringes any third party’s rights or is unlawful or in contravention of any applicable code, rule or regulation.
  8. Limitations of liability
    1. The Platform and Platform Service are provided on an “as is” basis, without any representations, warranties, conditions, guarantees or other terms of any kind. Accordingly, to the maximum extent permitted by law, Maglabs provides the Platform Service on the basis that Maglabs excludes all representations, warranties, conditions, guarantees and other terms (including, without limitation, any warranties, conditions or other terms implied by law).
    2. The Client assumes the entire cost of all necessary updating, servicing, repair or correction to its own technology platforms, software, hardware and systems which may be caused (whether directly or indirectly) by the Client’s use of the Platform.
    3. Maglabs gives no guarantee as to the availability, uptime or functionality of the Platform Service, and makes no warranty or representation that the Platform Service shall be bug and error free.  Whilst Maglabs shall endeavour to carry out necessary upgrades and maintenance to the Platform Service in a way which minimises disruption, Maglabs shall not be liable for any disruptions, non-availability or down time of the Platform and Platform Service.
    4. Maglabs and its Affiliates, and any officers, directors, employees, shareholders or agents of any of them (collectively “Maglabs Affiliates”), exclude all liability and responsibility for any amount or kind of loss or damage that may result to the Client and its Affiliates which results from use of the Platform, save to the extent that such loss arises from Maglabs breach of this Agreement or Maglabs’ negligence.  To the extent permitted by law, Maglabs and Maglabs Affiliates exclude any liability under or in connection with these General Terms and Conditions for any indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, loss of publicity, loss of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including, without limitation, negligence, contract or otherwise) in connection with the Platform in any way or in connection with the use, inability to use or the results of use of the Platform, the Platform Service, any websites linked to the Platform or the material on such websites, including but not limited to loss or damage due to viruses that may infect computer equipment, software, data or other property on account of your access to, use of, or browsing the Platform or your downloading of any material from the Platform or any websites linked to the Platform.  Maglabs maximum liability under or in connection with the Platform and Platform Service and this Agreement shall be limited to the level of the Fees paid by the Client in the preceding twelve months.
    5. Nothing in this Agreement shall exclude or limit liability for:
      1. death or personal injury caused by negligence; or
      2. fraud; or
      3. misrepresentation as to a fundamental matter; or
      4. any liability which cannot be excluded or limited under applicable law.
  9. General
    1. Maglabs may change these General Terms and Conditions at any time. If the Client does not agree with any such changes, the Client may give notice to terminate this Agreement in accordance with clause 6 above.
    2. A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
    3. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
    4. These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing.  Each of the parties acknowledges and agrees that in entering into these Terms and Conditions it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than the statements, representations, warranties and understandings expressly set out in these Terms and Conditions.  Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
    5. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
    6. This Agreement shall be governed by and construed in accordance with English law and any disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts, save in relation to the enforcement of judgments where such jurisdiction shall be non-exclusive.