Programming Transmission Agreement  TERMS & CONDITIONS

These terms and conditions are incorporated into and made part of any agreement (referred to herein as “this Agreement”) relating to the placement by any Client of Programming for broadcast by Information TV.     

1.       APPROVAL OF PROGRAMME MATERIAL

(1)All Programming Materials must be submitted in their final form for approval to Information TV’s Managing Editor. In all circumstances Information TV retains ultimate editorial control of all Programmes transmitted on the Information TV channel.

(2)Information TV shall be entitled to make any changes (and/or may require the Client to make any changes) to the Programme that Information TV considers necessary or desirable before Transmission. Where such changes are made by Information TV the Client will be responsible for all reasonable costs incurred.        

(3)On screen identification of the Client as sponsor or supplier of the Programming will be in accordance with Information TV’s requirements and must conform to OFCOM standards and restrictions.

(4) Information TV shall be entitled to insert advertising and promotional materials in breaks in and around the Programme at its absolute discretion.

(5) Information TV hereby reserves the right, in its absolute discretion, and without incurring any liability to the Client therefor, 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 Information 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 Information TV at its offices at 1 Stephen Street, London W1T not less than fourteen (14) days before the date of intended Transmission. Information TV shall have no obligation to accept late delivery of Programme Materials. Delivery shall be deemed to have been made if the Technical Requirements have been met and all relevant transmission instructions are given to and accepted by Information TV.

(2)In no event shall Information TV be liable for any delay in delivery, loss of or damage to any of the Programme Materials.

(3)If the Client fails to deliver the Programming Materials as aforesaid it will remain liable for payment of the Deposit. 

3.         TRANSMISSION AND ‘MAKE GOOD’

(1)If a Programme is not transmitted by Information TV, within the Transmission Time and Transmission Period booked by the Client, Information TV will endeavour (but does not guarantee) to transmit the Programme at some other time and/or date.  If any offer of an alternative time or date for such Transmission is not acceptable (or not made by Information TV), Information TV shall not charge the Client for such booking but the Client shall not have any claim against Information TV in respect of non-Transmission.

(2)To the fullest extent permitted by law, Information 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, Information 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 Information TV is unencrypted it will be possible to receive the Programme outside of the Territory. The Client therefore additionally indemnifies Information 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, Information TV reserves the right, in its absolute discretion, to make any alterations to a Programme in respect of its Transmission. The Client shall remain liable to Information TV for all reasonable charges for such edited Programme under this Agreement.

(6)By entering into this Agreement, the Client irrevocably and unconditionally authorises Information TV:-

(a) to transmit any Programme via the Information TV television channel and website;

(b) to 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 Information TV. 

4.         PAYMENT AND CANCELLATION OR POSTPONEMENT

(1)All orders accepted by Information TV are firm and must be paid for, 50% on signature of this Agreement. The remaining 50% (together with the full cost of any changes, edits, insertions etc made by Information TV) shall become due not less than seven (7) days before the start of the Transmission. Payment shall be in accordance with the invoice submitted by Information TV.  

(2)Any request for postponement or rescheduling of any Programme shall be at the sole discretion of Information TV and the Client hereby agrees to meet all costs and expenses incurred by Information TV arising out of such postponement or rescheduling.

5.         CLIENT’S WARRANTIES AND INDEMNITIES

The Client warrants, represents, and undertakes to Information TV as follows

(1)all content of the Programme will be factually correct, will not be misleading in any way and at date of Transmission and not infringe any copyright or be defamatory of 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 by PRS, MCPS, PPL, VPL and any other collecting societies. Any additional payments required by the actual transmissions of the Programmes by Information TV will be reimbursed to Information 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 Information 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 Information 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 INFORMATION TV

(1)Information 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 Information TV. 

(2)If this Agreement is terminated for whatever reason, then the mutual obligations of the parties hereto shall cease provided that any moneys due to either party by the other before such termination shall continue to be owed.

7.         FORCE MAJEURE

Information 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, Information TV shall be entitled, at its sole option, to forthwith terminate or suspend this Agreement until the Event of Force Majeure ends and then Transmit such Programme at such other times and on such other dates as it shall in its sole discretion determine and whichever option Information TV selects, all other terms of this Agreement – including, without limitation, to the Client’s obligation to make payment to Information TV - shall remain in full force and effect.

8.         WAIVER

Any waiver given by Information 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.

9.         APPLICABLE LAW

This Agreement shall be construed in accordance with English law.

10.       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.

12.       INTERPRETATION

This Agreement contains the entire Agreement between Information TV 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)“Information TV” means Information TV, a television  channel and website (www.information.tv), that is owned and operated by Information TV Limited, a company registered in England and Wales under number 4733829 whose registered office is at 1 Stephen St, London W1T 1AL. Information TV’s business operations are directed from its premises at 1 Stephen St, London W1T 1AL. Fax No. 020 7691 5089.

(2) “Codes” means Information 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 Information 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 Information 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  which records the date, time and identity of programming, advertisements, and other materials transmitted as part of the Information TV television service.

(8)“Transmit” or “Transmission” for all purposes under this Agreement shall mean the sending of the Programme from Information TV’s nominated transmission suite and, by whatever means, its broadcast within the Territory