TV Express Ltd Terms and Conditions

This Agreement is made between TV Express Limited of Unit 21 CAPITAL EAST, 21 Western Gateway, London E16 1AS (Registration number 5625282) and the party set out in the attached order form ("Customer" or "Client").

EFFECTIVE DATE

This Agreement shall be effective as of the date of the order form  (the "Effective Date"). Note all orders are subject to written acceptance of order by TV Express Limited which may reject an order for any reason.

1. Formation of Contract

TV Express Ltd ("TV Express") is a provider of Software Development Services. These Terms & Conditions (the "Terms") shall form part of the Contract between the Client and TV Express for the provision by TV Express of the services set out in the Assignment, unless otherwise agreed in writing by TV Express. The Assignment means the latest in date of the written proposal or engagement letter or Order Form and accompanying cover letter, if applicable and supplied as part of the Order Form document, issued by TV Express (and the Client's acceptance thereof) and the document (if any) issued by the Client to commission the services of TV Express (and TV Express's written acceptance thereof). The Contract shall comprise the Assignment, these Terms and any amendments thereto. All amendments to the Contract must be in writing and signed by or on behalf of the Client and TV Express.

The Contract shall be governed by and construed in accordance with English Law and the parties irrevocably agree and accept that the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Contract.

The Contract shall always incorporate the General Terms and Conditions of Sale available on www.tvexpress.tv as updated from time to time. Where there is any contradiction in terms, the terms in this Contract shall prevail.

2. Acceptance of Proposal for Software Development Services

TV Express cannot commit resource to a client until it has received a signed copy of a TV Express Proposal for Services (which may also be known as the Order Form). You acknowledge that any development delivery date provided to you is an estimate only and the actual development delivery date may vary. The estimated development delivery date is based on our expectations of the specifications required, prior to any additional amendments from you that we allow, and is based on you providing any information required by us prior to the commencement of development (for example and without limitation, we may request content, logos and imagery from you).

3. Information you provide.

You warrant that you possess the legal right of ability to enter into this agreement whether on your own behalf or on behalf of a company/organization you represent. You agree to be responsible for the use of TV Express and to comply with the obligations contained in the Terms. You warrant that the information you provide us with is true and accurate and that you will notify TV Express of any changes of name, address and payment details.

4. Payment.

You agree to pay all charges for TV Express services at the prices in effect at the time of payment becoming due. TV Express reserves the right to alter or amend charges on giving not less than 28 days notice. In accordance with The Late Payment of Commercial Debts Act 1998 interest will be charged on all invoices paid late. Our terms are strictly 28 days from the invoice date or as stated on the order form. The interest rate applicable will be 5% above base rate per annum (applied proportionately). TV Express reserves the right to suspend or terminate your services where payment is not made within 28 days of payment becoming due. Your services continue to accrue charges while suspended. The Client shall bear the legal costs incurred by TV Express if an invoice is not paid after 28 days. Should the development take longer than any estimated time on the order form, TV Express shall be entitled to make additional charges should the Customer wish to continue with the development. No refunds are due for non-completed developments. For projects estimated in days, payment becomes due upon time being incurred.

5. Limitation of liability.

TV Express will at all times endeavour to provide an uninterrupted and error free service. However TV Express has no obligation, duty, liability or otherwise beyond that of a duty to exercise reasonable skill or care. TV Express is in no circumstances liable in contract or otherwise for direct or indirect loss of profits, savings or for any economic or consequential loss whatsoever arising from the use of TV Express's services. In the event that TV Express are deemed liable, TV Express's liability shall be limited to the amount the customer has paid in respect of the service for the period in which the incident or incidents occurred. The Client acknowledges that the Sky TV ebusiness portal service is in beta development and TV Express has no obligation to maintain the service under this contract if Sky TV modifies its ebusiness portal or amends its terms and conditions in any way. No refunds shall be due in such an event.

6. Severability.

If any provision in this agreement is judged to be illegal or unenforceable, the remainder will not be prejudiced and will remain valid and in force.

7. Intellectual Property.

No responsibility can be taken for any infringements arising from Domain Name registration. Client's logos, artwork, graphics, photo's etc remain the clients intellectual property. Design and Programming of all source codes, html and graphics are the intellectual property of TV Express.

8. Entire Agreement.

This agreement constitutes the entire agreement between TV Express and you the customer. In making this agreement each party confirms that they have not relied on any inducement not recorded in this agreement.

9. Sub-Contracting

TV Express shall be entitled to Sub-contract any part of the Assignment to any consultant or adviser (the Sub-Contractor).

10. Internet Services

Use of services

You agree to keep secure your TV Express login and password information.

You are entirely responsible for the content of your Web Space (which also includes wtvml space as applicable for Sky TV ebusiness portal projects). TV Express is not responsible for the contents of your pages.

You may not use the TV Express service in order to do any of the following: engage in illegal or unlawful activities; make available material protected by intellectual property laws, copyright or by rights of privacy, unless you own or control the rights thereto or have the consent required to do so. You may not publish or distribute anything that is defamatory, obscene, indecent, or unlawful. You may not violate the legal rights of others. You are entirely responsible for any civil or criminal liability that is incurred as a result of your use of your Web Space.

You allow TV Express a royalty free publishing license over the 'ACTIVE' elements of your data as stated within the system in order to facilitate the promotion of your 'ACTIVE' messages across the network of TV Express related channels which may extend to websites, directories, and SMS services designed to allow browsers to find your information.

You are liable for any reasonable legal costs incurred by TV Express caused by the content of your Web Space and agree to indemnify us for any awards made against us by a court of law.

11. Termination and suspension of services.

TV Express may suspend or terminate your service at any time without prior notice should you fail to comply with these Terms. TV Express requires one month's notice in writing for cancellation of management or hosting services by clients. This contract is subject to the minimum term set out in the order form. Where TV Express terminates your service for failing to comply with these Terms, or you terminate your subscription, you will not be entitled to any refund of monies paid. TV Express may terminate this service at any time for any other reason and refund the proportion of any monthly charge prepaid.

12. Confidential Information

The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information"). Each party will prevent the disclosure of any of the other party's Confidential Information to third parties during and after the termination of this Agreement, provided that the recipient party's obligation shall not apply to information that:

a. is already in the recipient party's possession at the time of disclosure thereof providing such possession was lawfully achieved;
b. is or later becomes part of the public domain t hr ough no fault of the recipient party;
c. is received from a third party having no obligations of
confidentiality to the disclosing party;
d. is independently developed by the recipient party; or
e. is required by law or regulation to be disclosed.

2. In the event that information is required to be disclosed pursuant to subsection (e) above, the party required to make disclosure shall notify the other to allow that party to assert whatever exclusions or exemptions may be available to it under such law or regulation.

13. Warranties

TV Express makes no warranties as to the operation of the Sky e-business portal or any third party software or service used in the deployment of the Client's project. The Client specifically, as part of this Contract, authorises TV Express to accept the terms and conditions of Sky TV as attached in Appendix A and updated from time to time at www.skyinteractive.com.

14. Indemnity

1. TV Express will defend or settle at its own expense any suit or action which may be brought against Customer for alleged infringement in the United States of the copyrights or trade secrets of others by reason of the TV Express's design and/or development of the Software, and TV Express will indemnify and hold harmless Customer from and against all damages and costs which may be adjudged or decreed against Customer on account of such infringement; provided, however, that Customer shall have given prompt notice, in writing, to TV Express of any claim of such alleged infringement and of the bringing, or any written t hr eat of the bringing of any such suit or action, and Customer shall have permitted TV Express by its counsel to defend or settle the same; and provided, further, that Customer shall not settle or compromise any such suit or action without the prior written consent of TV Express. If any Software is finally adjudged to so infringe, or in TV Express's opinion is likely to become the subject of such a claim, TV Express shall at its option, either (a) procure for Customer the right to continue using the Software, (b) modify or replace the Software to make it noninfringing, or (c) refund the fee paid, less reasonable depreciation, upon return of the Software. TV Express shall have no liability regarding any claim arising out of: (w) use of other than a current, unaltered release of the Software, unless the infringing portion is also in the then current, unaltered release, (x) use of the Software in combination with non-TV Express software, data or equipment if the infringement was caused by such use or combination, (y) any modification or derivation of the Software not specifically authorized in writing by TV Express, or (z) use of third party software. THE FOREGOING STATES THE ENTIRE LIABILITY OF TV Express AND THE EXCLUSIVE REMEDY FOR CUSTOMER RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE.
2. Except for the foregoing infringement claims, Customer shall indemnify and hold harmless TV Express, its affiliated companies and the officers, agents, directors and employees of the same from any and all claims and damages, losses or expenses, including attorney's fees, caused by any negligent act of Customer or any of Customer's agents, employees,
subcontractors, or suppliers.
3. NEITHER PARTY TO THIS AGREEMENT NOR THEIR AFFILIATED COMPANIES, NOR THE OFFICERS, AGENTS, AND EMPLOYEES OF ANY OF THE FOREGOING, SHALL BE LIABLE TO ANY OTHER PARTY HERETO IN ANY ACTION OR CLAIM FOR CONSEQUENTIAL OR SPECIAL DAMAGES, LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF PRODUCT OR LOSS OF USE, WHETHER THE ACTION IN WHICH RECOVERY OF DAMAGES IS SOUGHT IS BASED ON CONTRACT TORT (INCLUDING SOLE, CONCURRENT OR OTHER NEGLIGENCE AND STRICT LIABILITY), STATUTE OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, ANY STATUTORY REMEDIES WHICH ARE INCONSISTENT WITH THE PROVISIONS OF THESE TERMS ARE WAIVED.
4. The Customer, and the Customer on behalf of its Directors, employees and associates shall not at any time during the provision of services or for a period of 9 months thereafter make any offer of employment or consultancy or other contract for services directly or indirectly to any employee or subcontractor of TV Express introduced as a result of the provision of these services. Should the Customer breach this clause, the Customer shall pay TV Express £35,000 compensation notwithstanding any additional remedies which TV Express may be entitled to such as for any breaches in Clause 12. The Customer acknowledges that £35,000 represents reasonable compensation for such a breach and is not a penalty. Payment shall become due immediately upon such a breach. The interest rate applicable for late payments will be 5% above base rate per annum (applied proportionately). Should such a breach result in the TV Express employee or subcontractor breaching his/her/its/their agreement with TV Express, the Customer shall be jointly and severally liable with the employee or subcontractor for compensation resulting from the breach.

15. General

1. This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that subject to the approval of TV Express, which may not be unreasonable withheld, Customer may assign this Agreement to any purchaser or transferee of all or substantially all of Customer's assets or stock upon prior written notice to TV Express, and TV Express may assign its right to receive payments hereunder.

2. This Agreement constitutes the entire and only agreement between the parties relating to the Service, and all prior negotiations, representations, agreements and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorised representatives of the parties.

3. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested, addressed to the registered office address of either party or at such other addresses as may be given from time to time in accordance with the terms of this notice provision.
4. This Agreement shall be governed by, construed, and enforced in accordance with the laws of England.

Last updated: October 27, 2006