Terms & Conditions

On Sight Terms & Conditions

The following Terms & Conditions of On Sight Limited (“OSL”) form the basis of the Contract between OSL and the Customer.

Where there is any inconsistency between the provisions of these Terms & Conditions and the Confirmation, the provisions of the Confirmation will apply.

 

1. Interpretation

1.1 In these Terms & Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Affiliate” includes in relation to either party each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.

“Appropriate Security Safeguards” administrative, physical, and technical safeguards (appropriate to the risk posed) with a view to protecting the data and network and information systems of OSL from unauthorised access, acquisition, disclosure, destruction, alteration, accidental loss, misuse, or damage.

“Business Day” a day, other than a Saturday, Sunday or public holiday in England, which banks in London are open for business. 

“Business Hours” the period from 9am to 5pm on any Business Day. 

“Confidential Information” the terms of the Contract and all information obtained by one party from the other pursuant to the Contract which is marked as confidential, or ought reasonably to be regarded as confidential.

“Confirmation” the e-mail/letter sent by OSL to the Customer confirming the details of the Order (including any amendments to the Quote agreed by both parties).

“Contract” each individual offer by OSL accepted by the Customer in accordance with Clause 2 incorporating these Terms & Conditions. 

“Customer” the person who, in the course of their business, has agreed to purchase the Media Products or Deliverables Storage Medium from OSL.

“Customer’s Materials” all films, master disks, information, data media, software, text, visual images, pictures and other materials supplied by the Customer for use in or to form part of the Media Products.

“Cyber Incident” an event compromising the availability, authenticity, integrity or confidentiality of stored, transmitted or processed data, or of the Services offered or accessible by a network and information system.

“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

“Deliverables Storage Medium” means any storage medium (in addition to and/or in alternative to any digital delivery format described in the definition of “Media Products” below) on which the Media Products are delivered to the Customer including videotapes, audiotapes, LTO tape, CDs and DVDs, HDD, SSD, or memory sticks, and any other medium as may be agreed between the parties.

“Delivery Date” the date set out in the Confirmation or such other date agreed in writing by the parties.

“Delivery Address” the address for delivery set out in the Confirmation or such other address agreed in writing by the parties.

“Intellectual Property” all patents, registered or unregistered trade marks, trade and business names, logos and devices, registered or unregistered designs, registered or unregistered copyrights, database rights and moral rights, rights in computer software, domain names, rights in confidential information, applications for any of the above and the right to apply for them in any part of the world and any other intellectual property rights (whether now subsisting or in the future created) both in the UK and all other countries for the full period of those rights (including any extensions or renewals).

“Media Products” means any digital or electronic items produced as a result of OSL performing the Services, including without limitation items in the following formats: 

1. digital files (including IMF packages, DCPs, DCDMs and ProRes masters); 
2. cloud-hosted assets; and
3. any other electronic or file-based deliverables as may be agreed between the parties;

and includes any instalments, versions, iterations or derivatives of the same.

“Order” the order placed by the Customer (by telephone or otherwise) in response to a Quote for the purchase of the Media Products and/or any Deliverables Storage Medium.

“OSL” On Sight Limited (company number 10490938) whose registered office is at 34-35 Bedfordbury, London WC2N 4DU.

“Price” the price charged by OSL to the Customer for the Media Products and/or any Deliverables Storage Medium, and for handling the Customer’s Materials as set out in the Quote and the Confirmation.

“Quote” the scope of the Services, including the Price. to be provided by OSL under the Contract.

“Services” the services to be provided by OSL under the Contract including, without limitation, dubbing, copying, editing, mixing, mastering, translating, voicing over, formatting or other services in relation to the Customer’s Materials as described in the Confirmation.

“Storage Retention Period” means the period of 3 months during which the Company will retain the Customer’s Materials in accordance with the Contract.

“Terms & Conditions” means this document.

“Use” to copy, adapt, publish or otherwise exploit, where applicable, the Customer’s Materials and/or the Media Products.

1.2 The headings in these Terms & Conditions are for ease of reference only and shall not affect the construction or interpretation of the Contract.

1.3 Words importing the singular include the plural and vice versa and words importing any gender include every gender.

1.4 Any reference to “person” shall include any partnership, firm, company, body corporate, corporation or organisation.

1.5 Any reference to “writing” or “in writing” includes e-mails.

 

2. Application of Terms & Conditions

2.1 Subject to Clause 2.6 these Terms & Conditions shall apply to all Orders and Contracts to the exclusion of all other terms and conditions (including any terms and conditions of supply which the Customer purports to apply).

2.2 Upon receipt of an enquiry from the Customer, OSL shall prepare a Quote and send the Quote to the Customer. Upon receipt of the Quote by the Customer, the Customer may submit an Order to OSL. 

2.3 The Order shall constitute an offer by the Customer to purchase the Services and/or any Deliverables Storage Medium. OSL shall accept this offer by returning the completed Confirmation e-mail to the Customer.

2.4 Where OSL does not accept, reject, or request an amendment to the Order within 5 Business Day of the Order being sent to OSL, OSL shall be deemed to have accepted the Customer’s offer.

2.5 Each Order accepted by OSL by way of a Confirmation in accordance with this Clause 2 will create a separate Contract governed by these Terms & Conditions.

2.6 OSL reserves the right to amend these Terms & Conditions from time to time and shall notify the Customer of such amendments. The Customer shall be required to accept the new Terms & Conditions before an Order can be placed and a new Contract formed.

 

3. Basis of Sale

3.1 In consideration of the payment by the Customer of the Price and the provision of the Customer’s Materials to OSL, and subject to any Confirmation, OSL agrees to perform the Services and create the Media Products for (and/or sell any Deliverables Storage Medium to) the Customer in accordance with these Terms & Conditions.

 

4. Price and Payment

4.1 OSL may invoice the Customer for the Price before, on, or immediately following delivery of the Media Products and/or any Deliverables Storage Medium to the Customer. Time shall be of the essence in respect of the Customer’s payment.

4.2 Unless otherwise stated in the Confirmation, the Customer shall pay the Price within 20 Business Days of OSL’s invoice.

4.3 All sums due are exclusive of VAT or other applicable sales tax which shall be paid by the Customer at the appropriate rate.

4.4 Where the Customer fails to make payment within 10 Business Days from the due date then, without prejudice to any other right or remedy available to OSL, OSL shall be entitled to cancel the Contract and/or suspend any delivery of the Media Products and/or any Deliverables Storage Medium or provision of the Services. OSL may also charge the Customer interest (both before and after any judgement is made) on the amount unpaid at the rate of 4% above the base rate of Coutts & Co in force from time to time until full payment is made.

4.5 Invoice details will be considered final and binding by OSL if no query or dispute is received within 20 Business Days of the date of OSL’s invoice. OSL reserves the right to refuse to consider queries or disputes which are raised more than 20 Business Days after the date of OSL’s invoice.

4.6 The Customer shall make all payments due without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

 

5. Delivery

5.1 OSL shall use all reasonable endeavours to deliver the Media Products and/or any Deliverables Storage Medium to the Customer at the Delivery Address on or before the Delivery Date. For the avoidance of doubt the time for delivery shall not be of the essence and OSL shall have no liability to the Customer if it fails to meet any Delivery Date.

5.2 If the Media Products and/or any Deliverables Storage Medium are to be delivered in instalments, the Contract will be treated as a single Contract and not severable.

5.3 The quantity of any consignment of Media Products and/or any Deliverables Storage Medium as recorded by OSL upon despatch from OSL’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

5.4 OSL shall not be liable for any non-delivery of Media Products and/or any Deliverables Storage Medium or non-performance of the Services (even if caused by OSL’s negligence) unless notice in writing is given to OSL within 5 Business Days of the date when the Media Products and/or any Deliverables Storage Medium would in the ordinary course of events have been received or the Services performed.

5.5 Any liability of OSL for non-delivery of the Media Products and/or any Deliverables Storage Medium shall be limited to replacing the Media Products and/or any Deliverables Storage Medium within a reasonable time, or issuing a credit note for the Price at OSL’s discretion.

5.6 The Media Products may be delivered on a Deliverables Storage Medium agreed between the parties. Where OSL provides any Deliverables Storage Medium for the purposes of such delivery, the Customer shall pay OSL’s charges for that Deliverables Storage Medium, which shall be deemed to form part of the Price. 

 

6. Media Products, Deliverables Storage Medium, and Services

6.1 The quantity, quality and description of the Media Products and/or any Deliverables Storage Medium and the Services shall, where required, be detailed in the Confirmation.

6.2 Each format, version, variant or deliverable of the Media Products (including without limitation any variations in aspect ratios, frame rates, colour spaces, dynamic ranges, languages, territories or delivery specifications) shall constitute a separate and distinct Media Product, even if derived from the same source materials, unless expressly stated otherwise in the Confirmation.

6.3 OSL shall not be liable for any failure to provide or delay in providing the Media Products and/or any Deliverables Storage Medium and the Services to the extent that such delay arises out of or in connection with any act or omission of the Customer or its sub-contractors, agents, officers or employees which either directly or indirectly affects OSL’s ability to provide the Media Products and/or any Deliverables Storage Medium and the Services, including any breach of the Customer of its obligations under the Contract. OSL reserves the right to invoice the Customer for any additional expenses incurred by OSL as a result of such failure or delay.

6.4 During the course of supplying the Media Products and performing the Services, OSL reserves the right to make any improvement, substitution or modification to the Confirmation as it reasonably deems fit provided that such improvement, substitution or modification will not materially change the nature of the Media Products and/or the performance of the Services. 

6.5 OSL reserves the right to refuse to provide the Media Products and/or any Deliverables Storage Medium and the Services where, in its reasonable opinion, the content of the Customer’s Materials or the Order are or are likely to be construed in OSL’s reasonable opinion as being illegal, obscene, blasphemous, threatening, defamatory, discriminatory, promoting illegal or unlawful activity, or are otherwise actionable or in violation of any rules, regulations, or laws to which the Customer’s Materials, or the Services are subject.

 

7. Risk and Property

Customer Materials

7.1 The Customer acknowledges and agrees that OSL shall not be responsible for any loss of Customer’s Materials supplied by the Customer. For the avoidance of doubt, the Customer acknowledges and agrees that the Customer must retain in its possession at least 1 (one) copy of the Customer’s Materials supplied to OSL pursuant to the Contract. The Customer acknowledges and agrees that OSL shall not be responsible for insuring the value of the Customer’s Materials.

7.2 OSL shall at its sole discretion retain and store copies of the Customer’s Materials at its premises should such retention and storage be requested by the Customer.

7.3 OSL and the Customer acknowledge that OSL shall at all times hold the Customer’s Materials as bailee.

7.4 Risk of damage to, corruption of, destruction of or loss of the Customer’s Materials shall not pass to OSL although OSL shall take reasonable care and precautions in order to ensure that the Customer’s Materials are:

(a) stored in a safe and secure environment; and

(b) at all times kept within the control of OSL or its subcontractors;

The Customer acknowledges that the storage, processing and transmission of digital materials involve inherent risks and that, whilst OSL shall take reasonable care and follow industry standard practices to safeguard the Customer’s Materials, OSL does not guarantee against loss, corruption, destruction or unavailability of the Customer’s Materials.

7.5 If requested, OSL shall, in accordance with the written instructions of the Customer but subject always to Clause 4.4, return or make available all of the Customer’s Materials at the cost of the Customer to the Delivery Address and certify that all duplicates of the Customer’s Materials have been destroyed.

7.6 OSL will retain the Customer’s Materials for the Storage Retention Period, unless otherwise agreed in writing. Following expiry of the Storage Retention Period, OSL may continue to store the Customer’s Materials, subject to additional storage charges as may be agreed in writing between the parties and as notified to the Customer from time to time.

7.7 OSL shall have no obligation to retain the Customer’s Materials beyond the Storage Retention Period. OSL may return the Customer’s Materials or remove them if the Customer fails to pay any agreed additional storage charges.

7.8 All rights, title and interest in and to the Customer’s Materials shall remain vested in the Customer or its licensors at all times.

7.9 Risk of damage to or loss of the Delivery Storage Medium shall pass to the Customer upon delivery of the Delivery Storage Medium to the Customer in accordance with the Contract.

 

8. Intellectual Property Rights

8.1 OSL acknowledges that any and all of the Intellectual Property arising out of or in connection with the Customer’s Materials shall remain the sole property of the Customer or of such other party as may be identified therein or thereon (the “Owner”) and subject to a breach of the Customer’s warranties set out in Clause 11.2. OSL shall not during or at any time after the completion, expiry or termination of the Contract in any way question or dispute the ownership by the Customer or the Owner of any such Intellectual Property.

8.2 The Customer hereby grants a non-exclusive and non-transferable licence to OSL to Use the Intellectual Property subsisting in the Customer’s Materials in order to perform the Services and provide the Media Products.

8.3 Any and all Intellectual Property arising out of or in connection with the supply of the Services by OSL pursuant to the Contract, for the avoidance of doubt, such Intellectual Property being already owned by OSL or created by OSL during the course of its Use of the Customer’s Materials in accordance with the Confirmation, shall vest or remain vested exclusively in OSL. This includes, but is not limited to, Intellectual Property in tools, workflows, methodologies, know-how and other pre-existing or independently developed materials, which shall remain OSL’s exclusive property. 

8.4 Any and all Intellectual Property arising out of or in connection with the programme content and deliverables contained within the Media Products and created specifically for the Customer using the Customer’s Materials as a result of OSL’s performance of the Services pursuant to the Contract, shall vest exclusively in the Customer.

8.5 Subject only to the express terms of any Confirmation, OSL reserves the right to use any and all stills, expertise, knowledge and know-how gained and/or arising from supplying the Media Products and/or performing the Services in the provision of similar media products and/or services to other OSL clients and/or potential clients, and the Customer shall place no restriction whatsoever on such right. The Customer permits OSL to promote and advertise itself through the use of examples of the Media Products in promotional or other materials.

 

9. Warranties and Liability 

9.1 OSL has given commitments as to the compliance of the Media Products with relevant specifications in Clause 9.2 and 9.3. In view of these commitments, all conditions, warranties, representations or other terms that might otherwise be implied into the Contract are, to the fullest extent permitted by law, excluded from the Contract, including the conditions implied by sections 13 to 15 of the Sale of Goods Act 1979.

9.2 Subject to Clauses 9.5 and 9.6 and the limitations on OSL’s liability in Clause 10, OSL warrants and undertakes to the Customer that the Media Products will:

(a) be of satisfactory quality and fit for any particular purpose for which the Media Products are being supplied if the Customer has made known such purpose to OSL in writing and OSL has confirmed in writing that it is reasonable for the Customer to use the Media Products for such a purpose;

(b) for a period of 3 months from the Delivery Date, be free from material defects in design, material and workmanship;

(c) materially correspond with any relevant description in any Confirmation agreed by OSL insofar as this is within OSL’s control; and

(d) comply with all statutory requirements and regulations relevant to the Media Products.

9.3 Subject to Clause 9.5 and 9.6 and the limitations on OSL’s liability in Clause 10, OSL warrants and undertakes to the Customer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and in accordance with good industry practice.

9.4 If any Media Products and/or Services are not supplied or performed in accordance with Clauses 9.2 and 9.3, OSL shall, subject to Clauses 9.5 and 9.6 and at its election, either repair the Media Products and/or supply replacement Media Products as soon as reasonably practical.

9.5 OSL shall not be liable for a breach of any of the warranties in Clauses 9.2 and 9.3 unless:

(a) the Customer gives written notice of a defect to OSL within 10 Business Days of the time when the Customer discovers or ought to have discovered the defect; and 

(b) OSL is given a reasonable opportunity after receiving such notice to examine the Media Products.

9.6 OSL shall not be liable for a breach of any of the warranties in Clauses 9.2 and 9.3 if a defect arises as a result of:

(a) any modifications of the Media Products made by or, any act or omission on the part of the Customer or its subcontractors, agents, officers or employees or any person other than a person acting on behalf of OSL;

(b) a failure by the Customer or its sub-contractors, agents, officers or employees to use the Media Products in accordance with good industry practice;

(c) accident, transportation, neglect or misuse of the Customer or its sub-contractors, agents, officers or employees; or

(d) an event of force majeure, as defined in Clause 13.

9.7 Where any defect in the Media Products is due to the default of the Customer or its sub-contractors, agents, officers or employees under Clause 9.6, OSL may charge the Customer for the repair of the Media Products in accordance with its standard scale of charges from time to time.

 

10. Limitation of Liability

10.1 Nothing in the Contract shall operate to exclude or limit OSL’s liability for:

(a) death or personal injury caused by the negligence of OSL, its servants, agents, employees or sub-contractors; 

(b) any breach or contravention of the terms implied by Section 12 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982, as amended; 

(c) fraud or fraudulent misrepresentation; 

(d) any breach of any undertaking as to title, quiet possession and freedom from encumbrance implied by law;

(e) defective products under the Consumer Protection Act 1987;

(f) any liability that cannot legally be limited; or

(g) the Customer’s payment obligations under the Contract.

10.2 Subject to Clause 10.1:

(a) OSL’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price; and

(b) Subject to Clause 10.1(a), the following type of loss are wholly excluded:

1. loss of the Customer Materials;
2. loss of profits (including loss of anticipated savings and theft or damage);
3. loss of sales or business;
4. loss of agreements or contracts;
5. loss of use or corruption of software, data or information;
6. loss of damage to goodwill or management time; and
7. special, indirect or consequential loss.

 suffered by the other party that arises under or in connection with the Contract. 

10.3 Further to clause 7.1, OSL excludes all liability in connection with damage to, corruption of, destruction of or loss of the Customer’s Materials, howsoever caused.

10.4 OSL shall not be liable for any delay, loss, corruption or unauthorised disclosure of the Customer’s Materials arising from or caused by a Cyber Incident, by the Company’s failure to implement reasonable technical and organisational security measures.

 

11. Customer’s Warranties, Undertakings and Indemnities

11.1 The Customer acknowledges that OSL does not operate or exercise final editorial control over, and accepts no responsibility for the content of the Customer’s Materials provided to OSL by the Customer and as incorporated into the Media Products.

11.2 The Customer warrants that:

(a) it has obtained and will obtain all necessary consents, approvals and licences (including any necessary consents, approvals and licences from any Owner) for: 

(i) the Use of the Customer’s Materials by OSL to provide the Services and supply the Media Products in accordance with the Confirmation; and

(ii) the Customer to grant the licence as set out in clause 8.2; and

(b) the Use of the Customer’s Materials by OSL to provide the Services and supply the Media Products in accordance with the Confirmation will not infringe any third party Intellectual Property;

(c) the Customer has adhered to the requirements as set out in clause 7.1.

11.3 In the event of an allegation of a breach of Clause 11.2, or if OSL reasonably suspects such a breach or infringement has occurred, OSL may, without giving notice to the Customer and without liability, suspend availability of the Media Products and/or the Services pending clarification of such allegation or suspicion.

11.4 The parties shall notify each other as soon as is reasonably possible after becoming aware of any third party allegation of a breach of Clause 11.2.

11.5 The Customer shall indemnify OSL, and its officers, agents, employees or otherwise against any claims, proceedings, losses, liabilities, damages (including reasonable costs), charges and expenses of whatever nature arising out of or in connection with any claim or action made against OSL and its sub-contractors, officers, agents, employees or otherwise relating to a breach of Clause 11.2.

 

12. Term and Termination

12.1 Without prejudice to any other remedies available, either party shall be entitled to terminate the Contract with immediate effect by giving written notice of termination to the other if:

(a) the other commits a material breach of the Contract which, in the case of a breach capable of remedy, shall not have been remedied within 10 Business Days of the receipt by the other of a notice identifying the breach and requiring its remedy; or

(b) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 12.1(b); or

(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or

(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

12.2 Without prejudice to any other remedies available, OSL may terminate the Contract with immediate effect if:

(a) notwithstanding Clause 12.1(a) the Customer fails to pay any sums due by it to OSL within 10 Business Days after the due date for payment;

(b) the Customer infringes the Intellectual Property of OSL or any third party.

12.3 Any provision of the Contract which expressly (including Clauses 7, 8, 10 and 14) or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect. 

12.4 Any termination of the Contract shall be without prejudice to any other rights or remedies either party may be entitled to hereunder or at law.

 

13. Data Protection

13.1 Each party shall comply with all the obligations imposed on a controller under applicable Data Protection Legislation. 

13.2 OSL’s privacy policy is available at www.onsight.co.uk/privacy-policy/

13.3 If OSL is required to process personal data in the provision of the Services, the parties shall enter into an appropriate data processing agreement. 

 

14. Force Majeure

14.1 Force Majeure Event means any circumstance not within a party’s reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident; and

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than by the staff of the party seeking to rely on this Clause or those of its subcontractors or Affiliates);

(h) non-performance by suppliers or subcontractors (other than by Affiliates of the party seeking to rely on this Clause); and

(i) interruption or failure of utility service.

14.2 A party (“Affected Party”) shall not be liable for any failure or delay in performing any of its obligations under the Contract for so long as, and to the extent that, its performance is directly prevented, hindered or delayed by a Force Majeure Event.

14.3 For so long as the Affected Party’s liability in relation to any of its obligations is suspended under Clause 14.2, the other party shall not be liable for any failure or delay in performing its corresponding obligations.

14.4 The Affected Party shall promptly notify the other party in writing of the start of a Force Majeure Event and shall use all reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.

14.5 The Affected Party shall keep the other party informed of its endeavours under Clause 1.4 and their outcome promptly on request.

14.6 If the Affected Party has not resumed full performance of any obligations suspended under Clause 14.2 within 60 Business Days after giving notice of the start of the Force Majeure Event, the other party may terminate the Contract by giving written notice to the Affected Party, provided that the other party exercises this right within 20 Business Days of it arising.

14.7 If the Affected Party has complied with Clause 14.4 but is unable to resume substantive performance of its core obligations suspended under Clause 14.2 within 60 Business Days after giving notice of the Force Majeure Event, the Affected Party may terminate the Contract by giving not less than 20 Business Days’ written notice to the other party.

 

15. Confidentiality

15.1 Each party shall keep the other party’s Confidential Information secret and confidential and shall:

(a) not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Contract;

(b) not disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 15; and 

(c) only process the Confidential Information using machine learning or artificial intelligence (AI) models where those models will not be:

(i) trained on the Confidential Information; and

(ii) lawfully available to or accessible for use by any person or entity except for a party or its sub-contractors, agents, officers and employees. 

15.2 Each party shall not use the Confidential Information for any purpose other than to perform its obligations under the Contract. 

15.3 A party may disclose the other party’s Confidential Information to its sub-contractors, agents, officers and employees who need to know such Confidential Information for the purposes of the Contract, provided that:

(a) it informs its sub-contractors, agents, officers and employees of the confidential nature of the Confidential Information before disclosure; and

(b) it procures that its sub-contractors, agents, officers and employees shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this Clause as if they were a party to the Contract, and at all times, it is liable for the failure of any sub-contractors, agents, officers and employees to comply with the obligations set out in this Clause 15.

15.4 The obligations on the parties set out in Clause 15.1 shall not apply to any information which: 

(a) is publicly available or becomes publicly available through no act or omission or the disclosing party; or 

(b) is required to be disclosed by law or by order of a court of competent jurisdiction.

15.5 On termination or expiry of the Contract, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this Clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this Clause shall continue to apply to any such documents and materials retained by a recipient party, subject to Clause 12 (Term and Termination).

 

16. Notices 

16.1 Any notice or other document to be given under the Contract shall be in writing and delivered by hand or sent by first class pre-paid letter or e-mail (to the address or e-mail of the other party set out in the Confirmation (or such other address  as may have been notified) and any such notice or other document shall be deemed to have been served and/or delivered if hand-delivered, at the time of delivery, if by first class post, on the second Business Day after posting and if sent by e-mail, at the time of transmission, or if this time falls outside Business Hours in the place of receipt, when Business Hours resume. Notice by e-mail is only valid if supported by a valid server delivery receipt.

 

17. Assignment and Sub-Licensing

17.1 OSL shall be entitled to sub-contract, transfer or assign any or all of its rights and/or obligations under the Contract without restriction.

17.2 The benefits and obligations conferred by the Contract upon the Customer are personal to the Customer and shall not be capable of being assigned, delegated, transferred, sub-contracted or otherwise disposed of and the Customer shall not purport to assign, transfer, sub-contract or dispose of the same.

 

18. Security Requirements

18.1 The Customer shall comply with at all times all laws, regulations and binding codes of conduct, standards, industry schemes and sanctions which apply to it, and which relate to:

(a) the security of any Customer Materials which it provides in connection with the Contract;

(b) the security of any network and information systems which provide such Customer Materials;

(c) the security of any data which are processed by any of the above-mentioned; and

(d) any incident reporting or conformity assessment obligations related to any of the above-mentioned.

18.2 The Customer shall not and shall ensure that its personnel and representatives shall not, engage in any activity that causes, or contributes to a Cyber Incident affecting the security, integrity or availability of the OSL’s systems, cloud environments, networks or Media Products.

18.3 The Customer shall implement and maintain and comply with Appropriate Security Safeguards when designing, developing, implementing, providing or maintaining any Customer Materials in connection with the Contract; and performing its obligations or exercising its rights under the Contract.

 

19. General

19.1 If any provision in the Contract shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that provision or part thereof shall to that extent be deemed not to form part of the Contract and the enforceability of the remainder of the Contract or any part thereof shall not be affected.

19.2 The Contract contains the entire understanding of the parties with respect of the subject matter hereof and supersedes all prior agreements. Each party acknowledges that, in entering into the Contract, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract.

19.3 No variations to the Contract or these Terms & Conditions will be effective unless agreed in writing and signed by a duly authorised representative of each party.

19.4 For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of the Contract, the Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

19.5 The parties will attempt in good faith to resolve any dispute or claim arising out of or relating to any Contract promptly through negotiation. If the matter is not resolved through negotiation the parties will attempt in good faith to resolve the dispute or claim through an alternative dispute resolution procedure as recommended to the parties by CEDR or another recognised mediation provider. The commencement of mediation will not prevent the parties commencing Court proceedings.

19.6 No failure of either party to exercise, and no delay in exercising, any right or remedy provided under the Contract or by law shall operate as a waiver of such right or remedy.

19.7 OSL and the Customer are each independent contractors with respect to each other and nothing in the Contract shall create any association, partnership or joint venture relationship between them.

19.8 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

19.9 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.