Terms and Conditions

These terms and conditions may be updated from time to time.

Please contact support@thestreamingmonkey.com or telephone 07980 684979 to discuss any amendments, enhancements or issues relating to your website.

1. DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;

1.2 "Customer" means the organisation or person who purchases services from the Supplier;

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by the Supplier;

1.5 "Supplier" means LTS Media Ltd. d.b.a. The Streaming Monkey, 6 Water Lane London NW1 8NZ, United Kingdom

2. GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.

2.2 Before the commencement of the services the Supplier shall submit to the Customer a Service Specification which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.

2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3. FEES AND PAYMENT

3.1 The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services.

3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of the base rate of the Bank of England. In the event that the Customer's procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.

3.3 Deposits are non-refundable.

3.4 The Supplier will required a 50% deposit to be paid prior to commencement of work on account of fees likely to be incurred.

3.5 Additional features to websites, including extra database services, specific hosting requirements, animations that are not included in the quotation are subject to surcharge. In the event a feature is required which has not been included in the quotation, The Supplier will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice.

4. CUSTOMER'S OBLIGATIONS

4.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

4.1.1 co-operate with the Supplier;

4.1.2 provide the Supplier with any information reasonably required by the Supplier;

4.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and

4.1.4 comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.

4.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer's failure to comply with Clause 4.1.

4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Service Specification, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days' written notice the full amount of the services contracted for as set out in the Service Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier's losses in such a case. For the avoidance of doubt, the Customer's failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.

4.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;

4.4.2 if applicable, the timetable for the project will be modified accordingly;

4.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

5. ALTERATIONS TO THE SERVICE SPECIFICATION

5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.

5.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

5.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

5.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.


6. WARRANTY

6.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.

7. INDEMNIFICATION

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party, including any claims arising from content either text, graphic, image, audio, or video.

8. LIMITATION OF LIABILITY

8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.

8.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

8.3 In no event shall the supplier be liable for the copyright/patent infringements on all forms of media, including images, audio & video, supplied by the customer. The supplier will assume that any form of media supplied by the customer for use is wholly owned by the customer, or has express permission to use them, or has the legal right to use them. If there is an infringement on the copyright/patent of all forms of media supplied by the customer, it is the customer who is liable to pay all costs and penalties incurred.

9. TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

9.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

9.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

9.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

9.4 the other party ceases to carry on its business or substantially the whole of its business; or

9.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.


10. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties. This expressly does not include intellectual property rights of any trademark or logo owned by the Customer or created on behalf of the Customer.

11. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

12. INDEPENDENT CONTRACTORS

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.

13. ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

14. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

15. WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16. NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

17. WEB HOSTING SERVICES

17.1 Upon request by the Customer, the Supplier can provide to Customer a non-transferable, revocable, non-sublicensable, non-exclusive and limited license to use the amount of Web Site Space allocated to Customer's services for Customer's non-exclusive use for the exclusive purpose of storing Customers Web Site data and disseminating said data via the Internet through the use of the Suppliers Equipment for purposes consistent with this Agreement.

17.2 The Supplier might use third party organisations for web site hosting. The Supplier on behalf of the third party host can make no guarantees of service.

17.3 Should the Customer wish to move Hosting away from the Supplier, a £50 administration charge will be issued, which must be paid before the transfer takes place.

18. DEDICATED SERVER

Upon request by the Customer, the Supplier shall provide to Customer a limited license to use a dedicated server allocated to Customer's services for Customer's non-exclusive use for the exclusive purpose of storing Customers data via the Internet through the use of the Suppliers Equipment for purposes consistent with this Agreement. When the Customer is ordering a dedicated server, the Supplier will provide the Customer with a Service Level Agreement covering the details of the contract for the dedicated server services.

19. DOMAIN NAME REGISTRATION

Should the Customer choose to register a domain name through the Supplier, the Supplier will register a second level domain name on Customer's behalf, provided such domain name is available for registration. The Supplier acts only as an intermediary between the Customer and the organization providing the domain name, and has no influence over the assignment of domain names. The registration of Customer's domain name is subject to the terms and conditions of those third-party registrars, and is also subject to the terms of the Uniform Domain Name Dispute Resolution Policy ("UDRP"). The Customer agrees that, if the registration or reservation of Customer's domain name is challenged by a third party, the Customer will be subject to the provisions of the UDRP in effect at the time of the dispute. The Supplier assumes no liability in the event the domain name is unavailable or otherwise not assigned to the Customer, and does not warrant or guarantee that assigned domain names do not infringe the rights of third parties, or that the Customer will retain the rights to that domain name for any period of time. Upon payment in full of any and all registration fees, the Supplier shall not own or otherwise legally control any domain name registered on Customer's behalf. The Customer agrees that Customer is responsible for any and all fees and costs related to the registration of Customer's domain name, and Customer authorizes the Supplier to debit the Payment Account for any such fees and costs.

20. SOFTWARE

20.1 The Supplier may, in its sole discretion, provide the Customer with Software owned and patented by the Supplier in combination with Customer's Services. Upon payment of all fees due and owing to the Supplier under this Agreement, the Supplier hereby grants, and the Customer hereby accept, a non-transferable, revocable, non-sublicensable, and non-exclusive license to use the Supplier's Software and all related documentation for Customer's own personal or business use during the term of this Agreement. Any rights not expressly granted herein shall be reserved for the Supplier. Source code or other information pertaining to the logic design of the Supplier's Software is specifically excluded from the license granted hereunder.

20.2 Although certain Software owned and patented by the Supplier may be provided free of charge, the Supplier reserves the right to charge for the Software or any updates thereto or upgrades therefore at any time.

20.3 The Customer recognizes that the Supplier's Software and all related information, including but not limited to any and all updates, improvements, modifications, enhancements, and information related to installation of the Supplier's Software at Customer's home or office, are proprietary, and that all rights thereto, including copyright, are owned by the Supplier. The Customer further acknowledge that Customer have been advised that the Supplier's Software, including updates, improvements, modifications, enhancements, and information related to installation, constitutes a trade secret of the Supplier, is protected by civil and criminal law, and by the law of copyright, is valuable and confidential to the Supplier and that its use and disclosure must be carefully and continuously controlled.

20.4 Unless provided otherwise in the specifications for Customer's Services, the Supplier's Software supplied hereunder is for the Customer's personal or business use. Customer shall not permit any third party to use the Supplier's Software or allow access to the Supplier's Software from sites outside of Customer's home or business premises except as specifically authorized in writing by the Supplier. The Software is to be used only for the purposes specified in this Agreement.

21. MISCELLANIOUS

21.1 It is hereby agreed between the Supplier and the Customer that in the event that any monies are owed and overdue to the Supplier, the Supplier will withdraw its services. The Supplier may remove any material stored upon any computer or server and shall retain such material, and shall not be liable for any loss monetary or otherwise and not be under any obligation to return or provide access to, any and all documents, papers, etc. belonging to the Client until payment is made in full.

21.2 The Supplier will not be held responsible for the failure in any of the services provided by a third party to the Supplier for the Customer, this may include but is not restricted to web site hosting, internet promotions, third party multimedia provisions, licensed software.

21.3 The Supplier cannot be held responsible for anything adversely affecting the Customer's business operation, sales, or profitability that might be claimed as a result of a service offered by the Supplier.

21.4 Where asked to provide search engine optimisation for the Customer or similar on-line PR & Marketing Campaigns to improve traffic, the Supplier does not guarantee any specific placement or high ranking on search engines or any improvement of Customer's sales conversion rates.

21.5 All completed websites become the property of the client, subject to all accounts being paid, with the following restrictions on use: 1) Only one instance of a website can be made available on the World Wide Web or any Intranets / Extranets unless a licensing agreement has been reached; 2) Database Connection strings will not be divulged to the client due to security risks. (These strings would in any event need amending if the site was to be moved to an alternative host / server); 3) No portion of the coding can be copied / duplicated or redistributed in any form electronic or otherwise unless a licensing agreement has been reached; Please note that upon request web site files and database structure and content can be provided via electronic mail, or on CDR media (includes a surcharge). These files can then be used to install the website on another suitable server of another company subject to their being only one instance of the website being available on the World Wide Web or any Intranets / Extranets unless a licensing agreement has been reached. Unless otherwise agreed such files will not include any Content Management System or admin panel to amend the website which remains the property of the Supplier.

21.6 All data and information stored in an online database remains the property of the client along with any rights associated.

21. 7 In the event of a problem with your website the Supplier will endeavor to solve the discrepancy as quickly as possible. Please email support@thestreamingmonkey.com, describe any problems that you may be experiencing. The Supplier cannot accept responsibility for any loss either monetary or otherwise due to web site failure or misuse. The Supplier may be able to help with support services to protect the Customer's interests and web site.

21.8 The Customer is responsible for backing up Customers Data on Customers own computer. The Supplier does not warrant or otherwise guarantee that it will back up Customers data or that data which has been backed up can be retrieved, and will not be responsible for any archiving or backup of the Customers Data. If any of the Customer's Data is damaged, deleted, lost or corrupted in any way, or becomes otherwise unavailable due to termination or suspension of the Customer's account pursuant to this Agreement, the Supplier will have no obligation or liability to the Customer.

22. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

23. NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

24. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of the United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British Courts.