These General Terms and Conditions are incorporated into and made part of any agreement (referred to herein as “this Agreement”) relating to the production and placement of any Client Commercials, Infomercials, break bumpers, or Programme Content for broadcast on Property TV (hereafter, all such content placed shall be referred to as ‘the Programme’).
1. APPROVAL OF PROGRAMME MATERIAL
(1) All Programming Materials must be submitted in their final form for approval within the schedule laid out in This Agreement. In all circumstances Property TV retains ultimate editorial control of all Programmes transmitted on the Property TV channel.
(2) Property TV shall be entitled to make any changes (and/or may require the Client to make any changes) to the Programme that Property TV considers necessary or desirable before transmission. Where such changes are made by Property TV, the Client will be responsible for all reasonable costs incurred (which shall be advised in advance of such taking place).
(3) On-screen identification of the Client as sponsor or supplier of the Programming will be in accordance with Property TV’s requirements and must conform to OFCOM standards and restrictions.
(4) In the event that, in Property TV’s opinion, changes in TV broadcast regulations or the interpretation thereof by the regulator, affect Property TV’s ability to broadcast the Programme, Property TV hereby reserves the right, in its absolute discretion, to refuse to transmit the Programme. The Client shall not be liable to pay for any Programme which Property TV declines to transmit.
(5) Property TV shall be entitled to insert advertising and promotional materials in breaks around the Programme at its absolute discretion.
(6) Property TV hereby reserves the right, in its absolute discretion, and without incurring any liability to the Client, to refuse to transmit any Programme without giving any reason for so declining. The Client shall not be liable to pay for any Programme which Property TV declines
to transmit unless the Client is in breach of this Agreement.
2. DELIVERY OF PROGRAMME MATERIALS
(1) The delivery of Programme Materials is to be made by the Client (at its sole risk and expense) to Property TV in accordance with the delivery schedule specified in this Agreement. Delivery shall be deemed to have been made receipted as such by Property TV.
(2) In no event shall Property TV be liable for any delay in delivery, loss of or damage to any Programme Material unless it was proven to be in Property TV’s possession or control at the time of damage or loss.
3. TRANSMISSION AND ‘MAKE GOOD’
(1) If a Programme is not transmitted by Property TV within the Transmission Time and Transmission Period booked by the Client, Property TV will endeavour (but not guarantee) to transmit the Programme at some other time and/or date reasonably agreeable to the Client. If any offer of an alternative time or date for such Transmission is not acceptable (or not made by Property TV), Property TV shall not charge the Client for the booking but the Client shall not have any claim against Property TV in respect of non-Transmission.
(2) To the fullest extent permitted by law, Property TV shall incur no liability whatsoever for any failure to transmit all or any part of any Programme throughout the entirety of the Territory. To the fullest extent permitted by law, Property TV shall not liable for any Transmission error in respect of any Programme transmitted in the Territory.
(3) The Client agrees that as the Transmission of Property TV is unencrypted it will be possible to receive the Programme outside of the Territory. The Client therefore additionally indemnifies Property TV for any claim or consequence arising from viewership of the Programme outside of the Territory.
(4) Transmission of a Programme for all purposes under this Agreement shall be deemed to have taken place if the Transmission Log records that Transmission has taken place.
(5) Without prejudice to the foregoing, Property TV reserves the right, in its absolute discretion, to make alterations to a Programme in respect of its Transmission. The Client shall remain liable to Property TV for all reasonable charges for such edited Programme under this Agreement.
(6 )By entering into this Agreement, the Client irrevocably and unconditionally authorizes Property TV to:
(a) transmit any Programme via the Property TV television channel and website;
(b) transmit any Programme without charge at any time or times in addition to those booked by the Client. Reports will not be required or given to the Client regarding any such additional Transmissions; and
(c) to use all or any part of the Programme Materials to produce and show promotional and informational materials for Property TV.
4. PAYMENT AND CANCELLATION OR POSTPONEMENT
(1) All orders accepted by Property TV are firm and must be paid for in strict accordance with the terms set out in the Payment Schedule and the resultant invoices submitted by Property TV. Any costs associated with any changes, edits, insertions etc made by Property TV shall become due not less than seven (7) days before the start of Transmission.
(2) Any request for postponement or rescheduling of any Programme shall be at the sole discretion of Property TV and the Client hereby agrees to meet all costs and expenses incurred by Property TV arising out of such postponement or rescheduling.
5. CLIENT’S WARRANTIES AND INDEMNITIES
The Client warrants, represents, and undertakes to Property TV as follows:
(1) all content of the Programme will be factually correct at date of Transmission, will not be misleading in any way, and will not infringe any copyright or be defamatory towards any third party;
(2) all necessary consents, licenses and permissions for the Transmission of the Programme have been obtained and paid for. Including but not limited to, any payments required to be made to PRS, MCPS, PPL, VPL and any other collecting societies. Any additional payments for such licenses and permissions required by the actual transmissions of the Programmes by Property TV will be reimbursed to Property TV by the Client.
(3) the Programme will comply with all applicable laws and regulations including, without limitation, the Technical Requirements and the Codes;
(4) the Client has taken or will take all necessary steps before submission of the Programme to Property TV to ensure that nothing is, or will be, contained in the Programme (or any promos or trailers for the Programme) which might make its Transmission illegal or actionable for any reason in the Territory;
(5) the Client will fully indemnify and keep Property TV fully indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities (including any costs, damages and payments whatsoever made on advice of counsel to settle any claim) arising from any breach of the Client’s warranties or obligations contained in this Agreement, or as a consequence of the use, recording, Transmission or broadcasting of the Programme in the form submitted by the Client or edited.
6. TERMINATION BY PROPERTY TV Broadcasting Ltd
(1) Property TV may immediately terminate this Agreement at any time on written notice to the Client in the event that (a) the Client commits any breach of any of the terms or conditions of this Agreement; or (b) the Client becomes insolvent, is placed in receivership, liquidation or bankruptcy, compounds with its creditors or fails to satisfy any judgment entered against it. Any termination under this Clause shall be without prejudice to all rights and/or remedies of Property TV.
(2) If this Agreement is terminated for whatever reason, then the mutual obligations of the parties hereto shall cease, provided that any monies due to either party by the other before such termination shall continue to be owed.
7. EXCLUSIONS AND LIMITATIONS
(1) This Agreement and the documents referred to in it constitute the entire agreement and understanding of the Parties relating to its subject matter and supersedes any previous agreement or understanding between the Parties in relation to that. The Parties confirm that in entering into this Agreement, they have not relied on any statement, representation, warranty, understanding or assurance other than as expressly set out in this Agreement and the documents referred to and they irrevocably waive all claims, rights and remedies which but for this clause they might otherwise have in relation to any such statement or representation etc.
(2) Subject to clause 7(4), Property TV will not be liable in contract, tort, (including negligence) or in any other way for: (a) any loss of revenues, profits, loss of business or contracts, or failure to realise anticipated savings; (b) loss of goodwill or reputation; or (c) any indirect or consequential losses suffered or incurred by the Client arising out of or in connection with this Agreement.
(3) Subject to clause 7(4), Property TV's aggregate liability in respect of any losses or liability suffered or incurred by the Client arising out of or in connection with this Agreement shall be limited to the value of the charges payable by the Client under this Agreement.
(4) Nothing in the Agreement excludes or limits Property TV's liability for death, personal injury or fraud or for any liability that cannot be excluded or limited by law.
8. FORCE MAJEURE
Property TV shall not be liable for any breach of this Agreement caused by but not limited to fire, lightning, explosion, flood, hurricane, ‘Act of God’, inclement weather, precipitation, war, civil disorder, microwave link failure, disturbance to ground segment or uplink facility, the pre-emption of any transponder, power failure, satellite or transponder failure, cable network failure or for any other reason whatsoever beyond the control of Information TV (an “Event of Force Majeure”). If an Event of Force Majeure prevents, restricts or curtails the Transmission of a Programme in accordance with the terms of this Agreement, the Agreement will be suspended until the Event of Force Majeure ends and then Transmit such Programme at such other times and on such other dates it shall in its sole discretion determine.
Any waiver given by Property TV with regard to a term or condition must be in writing to be effective and shall not be deemed to be a waiver of any other term or condition of this Agreement, or a subsequent breach of such term or condition.
10. APPLICABLE LAW
This Agreement shall be construed in accordance with English law.
11. THIRD PARTIES
No party that is not a party to this Agreement shall derive any rights under it or have the right to enforce any of its terms.
This Agreement contains the entire Agreement between Property TV Broadcasting Ltd and the Client, to the exclusion of any other written and/or verbal representation or statement.
Words and phrases used in these terms and conditions shall, where the context allows, have the
following meanings ascribed to them:
(1) “Property TV” means Property TV Broadcasting Ltd and all related broadcast channels and the website that are owned and operated by Property TV Broadcasting Ltd, a company registered in England and Wales whose registered office is at 71-75 Shelton Street, London. WC2H 9JQ.
(2) “Codes” means Property TV’s programme standards and advertising standards and includes any codes, guidelines, rules or regulations issued by OFCOM as may from time to time be in force during the term of this Agreement.
(3) “Programme(s)” means the Programme(s) described on the front page of this Agreement as amended or edited by Property TV in accordance of this Agreement.
(4) “Programme Materials” means any content of any Programme provided by the Client or requested by the Client to be inserted into a Programme.
(5)“Technical Requirements” are those technical requirements as are issued by Property TV from time to time.
(6) “Territory” means the United Kingdom of Great Britain and Northern Ireland.
(7)“Transmission Log” is the daily record maintained by Information TV for Property TV which records the date, time and identity of programming, advertisements, and other materials transmitted as part of the broadcasting service.
(8) “Transmit” or “Transmission” for all purposes under this Agreement shall mean the sending of the Programme from Property TV’s nominated transmission suite and, by whatever means, its broadcast within the Territory.