Original Online Video Advertising Terms & Conditions
1. Definitions
“Agreement” means the contract between EML and the Customer to which these terms and conditions will apply.
“EML” means Enable Media Ltd of r/o 200 Grays Inn Road, London WC1X 8HF (co registration number is 5178759). EML is a wholly-owned subsidiary of ITV plc
“Customer” means any person, company, partnership, organisation or body at whose application, EML agrees to provide the Services under the terms of this Agreement.
“Customer's Video” means a video promoting the Customer's business that is of less than one minute's duration and is produced and owned by the Customer.
“Filming” means up to one hour of filming by EML on the Site.
“Frequency” means the number of times a Pre-Roll Original Video Advertisement is played by EML per month during the Pre-Roll Original Video Advertisement Services Term as agreed between the parties, provided however that Pre-Roll Original Video Advertisements shall only be available to be played in blocks of 25,000 plays per month, 50,000 plays per month and 100,000 plays per month.
“ITV Consumer Ltd” is a wholly-owned subsidiary of ITV plc.
“ITVlocal.com” is the website owned and operated by ITV Consumer Ltd currently located at the URL www.itvlocal.com.
“Link” means a hyperlink to a third party hosting website from which the Customer’s Video shall be hosted.
“Link Services” means the placement and activation by EML of the Link on the Customer’s Paid For Listing on Scoot.co.uk.
“Link Services Term” means a period of twelve months from when the Link is first activated on the Customer’s Paid for Listing on Scoot.co.uk.
“Order” means confirmation by the Customer of its acceptance of the quotation given by EML.
“Paid For Listing” means the basic, priority and super listing packages available for purchase on Scoot.co.uk and ITVLocal.com.
“Pre-Roll Original Video Advertisement” means a fifteen second video advertisement produced and owned by EML.
“Pre-Roll Original Video Advertisement Services” means the production of the Pre-Roll Original Video Advertisement for the Customer and the playing of the Pre-Roll Original Video Advertisement within a regional channel requested by Customer (but subject to availability) on ITVlocal.com.
“Pre-Roll Original Video Advertisement Services Term” means the number of months during which the Pre-Roll Original Video Advertisement shall appear within a regional channel requested by Customer (but subject to availability) on ITVlocal.com, as agreed by EML and the Customer.
“Scoot.co.uk” means the website owned and operated by EML.
“Services” means: (a) the Original Video Advertisement Services and, where applicable, the Pre-Roll Original Video Advertisement Services; or (b) the Link Services.
“Site” means the premises from which the Customer operates the Customer’s business or such other premises as agreed to by the parties.
“Original Video Advertisement” means a one minute video advertisement promoting the Customer’s business that is produced and owned by EML.
“Original Video Advertisement Services” means the production by EML of the Original Video Advertisement for the Customer and the placement of the Original Video Advertisement within the Customer’s Paid For Listing on Scoot.co.uk and within the Customer’s listing in the business finder on ITVlocal.com.
“Original Video Advertisement Services Term” means a period of twelve months from when the Original Video Advertisement is first played on the Customer’s Paid For Listing on Scoot.co.uk and/or within the Customer’s listing in the business finder on ITVLocal.com.
2. The Contract between you and EML
You are invited by EML to buy the Services from EML. EML will provide you with a quotation for the Services and if you wish EML to provide the Services to you, you will need to confirm your acceptance of EML’s quotation. All Orders will be subject to the terms and conditions in this Agreement.
3. The Price of our Services
3.1 Our charges for any Services ordered by you will be based upon the price quoted to you prior to your acceptance of the quotation (“the Price”).
3.2 Calculation of the Price shall be in EML’s sole discretion.
4. The Original Video Advertisement Services
4.1 EML will visit the Site to undertake the Filming.
4.2 EML will produce the Original Video Advertisement from footage taken by EML during the Filming.
4.3 In consideration of payment of the Price: (a) the Original Video Advertisement will be placed within the Customer’s Paid For Listing on Scoot.co.uk and within the Customer’s listing in the business finder on ITVLocal.com for the duration of the Original Video Advertisement Services Term; and(b) subject to paragraph 4.4, EML shall allow the Customer to activate a link from the Customer’s website to the Customer’s Paid For Listing on Scoot.co.uk and/or the Customer’s listing in the business finder on ITVLocal.com for the duration of the Video Montage Advertisement Services Term (“the Customer Link”).
4.4 Customer shall not be permitted to activate the Customer Link unless EML first approves the Customer’s website. EML reserves the right to refuse the Customer Link where EML does not approve the Customer website in EML’s sole discretion. EML reserves the right to require the Customer to de-activate the Customer Link at any time and for any reason in EML’s sole discretion.
5. The Pre-Roll Advertisement Services
5.1 Where the Customer has ordered the Pre-Roll Advertisement Services, EML will produce the Pre-Roll Original Video Advertisement from footage taken by EML during the Filming.
5.2 For the avoidance of doubt, the Customer cannot order the Pre-Roll Original Video Advertisement Services without having first ordered the Original Video Advertisement Services.
5.3 In consideration of payment of the Price, the Pre-Roll Original Video Advertisement will be played within a regional channel, requested by the Customer (but subject to availability), on the ITVLocal.com website at the Frequency and for the Pre-Roll Original Video Advertisement Services Term.
6. The Link Services
6.1 The Customer shall submit the Customer Video to EML for EML’s approval prior to activation of the Link.
6.2 EML shall not be obliged to activate the Link unless EML first approves the Customer’s Video. EML reserves the right to refuse to activate the Link to any Customer Video of which EML does not approve in EML’s sole discretion.
6.3 EML reserves the right to de-activate the Link at any time and for any reason in EML’s sole discretion.
6.4 In consideration of payment of the Price, the Link will be placed by EML on the Customer’s Paid for Listing on Scoot.co.uk for the duration of the Link Services Term.
7. Performance of the Services
7.1 EML will use reasonable commercial endeavours to complete all applicable Services within any agreed timescales or within a reasonable period of time.
7.2 Production of the Original Video Advertisement will commence as soon as reasonably practicable after EML’s receipt of the Order and will be completed when the Customer gives notice to EML of approval of the finished video.
7.3 Where the Customer has ordered the Pre-Roll Advertisement Original Video Services: (a) production of the Pre-Roll Original Video Advertisement will commence as soon as reasonably practicable after EML’s receipt of the Order and will be completed when the Customer gives notice to EML of approval of the finished Pre-Roll Original Video Advertisement; and (b) subject to availability, the Pre-Roll Original Video Advertisements will appear on the regional channel of ITVlocal.com requested by Customer and within the calendar month(s) requested by the Customer.
7.4 Time shall not be of the essence.
8. Payment
8.1 Upon acceptance of the Customer’s Order by EML the full Price of the selected Service shall be due and payable.
8.2 Where the Customer has ordered the Pre-Roll Original Video Advertisement Service and as soon as reasonably practicable after the Filming, EML will commission the preparation of the Pre-Roll Original Video Advertisement with ITV Local and book advertising on ITVlocal.com thereby incurring financial liability. The Price as between EML and the Customer is therefore a fixed price which remains payable in full by the Customer.
8.3 EML will accept written notice of termination of this Agreement by Customer but will not make any refund of the Price to the Customer, or be liable to make any refund of the Price to the Customer or give credit for any uncompleted element of the Services.
8.4 Any unpaid balance of the Price as at the date of termination shall be immediately due and payable and EML shall be entitled to recover payment upon demand.
8.5 EML accepts single payments by cheque (payable to “Enable Media Limited”), Visa, MasterCard, Delta or Switch (although we reserve the right to decline payment in any of these forms without notice to you). Without limitation, EML does not accept payment by Diners Club or American Express card. EML reserves the right to withdraw any payment methods at any time and to vary its prices without notice to you.
9. Intellectual Property Rights
9.1 All right, title and interest to and all intellectual property rights in the Original Video Advertisement and the Pre-Roll Original Video Advertisement shall vest on creation in EML and shall at all times thereafter remain the property of EML.
9.2 All right, title and interest to and all intellectual property rights in the Customer Video shall at all times remain the property of the Customer.
9.3 This Agreement allows the Original Video Advertisement to appear on Scoot.co.uk and ITVLocal.com only and allows the Pre-Roll Original Video Advertisement to appear on ITVLocal.com only. The Customer shall not, without the express written permission of EML, copy, distribute, sell or publish any of the content of the Original Video Advertisement and/or the Pre-Roll Original Video Advertisement.
9.4 The Customer acknowledges that EML may and is by this Agreement licensed to use any information provided by the Customer to enable EML to produce the Original Video Advertisement and, where applicable, the Pre-Roll Original Video Advertisement, activate the Link, enable the Customer Link or otherwise fulfil its obligations under this Agreement.
10. Confidentiality
Customer agrees and undertakes that it will keep confidential, will not use for its own purposes and will not without the prior written consent of EML disclose to any third party any information concerning the business and affairs of EML and/or ITV Consumer Limited which may become known to EML unless such information is public knowledge other than as a result of a breach of this paragraph, has been independently acquired from a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed.
11. Your Obligations to Us
11.1 The Customer will promptly provide to EML (free of charge) any information that EML may reasonably require to enable EML to perform its obligations under this Agreement.
11.2 The Customer will promptly provide to EML (free of charge) access to the Site to enable EML to and otherwise perform its obligations under this Agreement.
11.3 The Customer shall comply with all health and safety laws, regulations and policies and take all reasonable steps to ensure the safety of EML’s employees and contractors on the Site.
11.4 The Customer shall be responsible for obtaining all consents required from each Customer employee to be filmed and for EML to use footage of a Customer employee in the Original Video Advertisement and, where applicable, the Pre-Roll Original Video Advertisement.
11.5 The Customer shall acquire at its own cost (and shall 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.
11.6 The Customer represents and warrants that: (a) it is the sole owner of the intellectual property rights in the Customer Video or, where it is not the sole owner of the intellectual property rights in the Customer Video, it has acquired (and shall continue to hold throughout the Term) all rights, consents and licences necessary for it to provide the Customer Video to EML for its review and for EML to provide the Link and for EML to otherwise to fulfil its obligations under this Agreement; (b) it has acquired (and shall continue to hold throughout the Term) all rights, consents and licences necessary for EML to activate the Link to a third party website; (c) it has full power and authority to carry out the actions contemplated under this Agreement and that its entry into and performance under the terms of this Agreement will not infringe the rights of any third party; (d) it will at all times throughout the Term ensure that it complies with all applicable laws and regulations including, but not limited to, health & safety laws, regulations and policies in relation to the Site. (e) the Customer Video and the Customer’s website shall: (i) not violate or in any way infringe any intellectual property rights of a third party; (ii) not libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any person or third party; (iii) not contain any obscene, offensive, blasphemous, pornographic or other content which is unlawful; and (iv) comply with all applicable laws, regulations and codes of practice.
11.7 The Customer will indemnify EML in respect of any losses, damage, claims and expenses (including legal expenses) incurred by EML as a result of any breach by the Customer of its warranties in paragraph 11.
12. Our Liability to You
12.1 EML’s obligation is limited to the provision of the Services.
12.2 Whilst EML believes that the Services will benefit the Customer EML gives no express or implied warranty as to the effectiveness of the Services as a mode of advertising for the benefit of the Customer.
12.3 EML shall not be liable to the Customer for loss of profit, revenue, contract or goodwill, nor for any indirect, special or consequential loss, cost, expense or damage of any kind in respect of any matter arising out of this Agreement whether in contract, tort (including but not limited to negligence), breach of statutory duty or otherwise.
12.4 The liability of EML arising from or in connection with this Agreement (and whether such liability arises due to breach of contract, negligence or for any other reason) shall not exceed an amount equal to the Price payable by the Customer to EML for the Services.
12.5 Neither party will be liable to the other for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control including, but not limited to, any liability for failure or breakdowns in network connections and/or end-to-end connectivity across the Internet and/or performance problems experienced on any Internet or other networks outside either party’s direct control.
12.6 The Customer acknowledges and accepts that EML makes no warranty and has given no representations of any kind beyond those contained in this Agreement. No conditions, warranties or other terms (express or implied, including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to this Agreement except to the extent that they are expressly set out in this Agreement.
12.7 Nothing in this Agreement shall exclude or limit EML’s liability for death or personal injury resulting from the negligence of EML or its servants, agents or employees, or for fraudulent misrepresentation or the tort of deceit, or in relation to any other liability which cannot be excluded or limited by law.
13. Termination
EML shall have the right to immediately terminate this Agreement if: (a) the Customer is in breach of its representations and warranties to EML pursuant to paragraph 11. (b) the Customer fails to approve the Original Video Advertisement and/or, where applicable, the Pre-Roll Original Video Advertisement within a reasonable period.
14. Governing Law and Jurisdiction
14.1 This Agreement shall be given by and interpreted in accordance with English Law.
14.2 EML and the Customer acknowledge that the Courts of England shall have exclusive jurisdiction to settle any dispute which may arise in connection with this Agreement.