Force Media is a ‘Veteran Owned & Operated’ Media Company, that designs, produces, and disseminates dynamic media content across multiple platforms. Targeted primarily at the Forces community and, presently, Force Media’s primary vehicle for connecting with this sector is ForceRadio.net, a radio station comprised of presenters from both within and outside the Forces sector that broadcasts 24 hours a day, seven days a week.
We help clients define and formulate strategic needs; TC is based out of Dubai and offers its services all over the world. Our team are specialists in strategy and use to dealing with challenges for developing businesses. We like to understand the client’s needs so we can ensure we provide the appropriate team providing the perfect blend of diversity which helps us to bring a fresh perspective to your business. Our aim is to be a market leader in management consulting by ensuring a profitable road-map for our clients and focus on a great working environment with a quality supportive working culture and ethics. We want to be known for added our value and working with selected companies by having smart, talented, and enthusiastic people at work. Our client's growth is our goal, and we are committed to providing valuable techniques to achieve their targets.
Force Media’s goal is to bring the Forces community together by producing content that is engaging and meaningful – not only to those who have served and those who continue to serve, but to their supporters as well. Its veteran-friendly radio station, Force Radio, is available across livestream, smart speaker, and through the ‘Force Radio Player’ App. It’s presenters, comprised of seasoned operators, military veterans, and embedded radio professionals, engage in straight-talking comms, discussing topical issues, military news, and content from listeners. Force Radio plays a wide range of music throughout the day, reaching those serving at home and overseas in the military, first responders, and on the circuit. Whether you are serving, have served, or support those who do serve, this is the radio station for you.
This policy tells you:
We are Force Media Group Limited, the UK’s leading Independent Media & Entertainment Group focused on First Responders, Serving Military and Veteran Communities.
Our premium radio station ForceRadio.net, broadcasts 24/7 Internationally across, Live Streaming, Downloadable App and Smart Speakers.
ForceRadio.net provides music, military news and straight-talking comms via DJ’s and presenters, that are a mix of seasoned Operators, Military Veterans and embedded Radio Professionals.
Our services sometimes link to services or adverts run by other companies, for example, when you click on an online advertisement on our websites. These take you away from a Force website or brand app, and these companies have their own privacy and cookie policies. We have no control over the content or privacy practices of those other platforms and the information you give them will follow their policies and rules and not ours. We advise you to check their privacy policies before providing your information to them.
The information we may collect about you will vary depending on how you interact and engage with us. It may include the following
General identification and contact information:
We may collect and process your name, address, phone number, email address, IP address (a code given to devices connected to a computer network that uses the internet), username, password, age, gender and date of birth when you share them with us, for example, when you:
We will combine the information we collect about you so that we can tailor our communications with you such as emails or texts and bring you age appropriate content we think you might enjoy. We’ll also serve you adverts we think you would find relevant as long as you have given us your consent to do so.
We may collect your name, bank account and sort code, for example, to transfer a cash prize to you if you have won one of our competitions.
We may collect some technical information from devices (e.g. computer, mobile, TV, tablet, speaker or other voice-enabled devices) and web browsers. This might include your full IP address and Device ID attached to your device. This lets us to serve you personalised adverts, recommend content we think you’ll love, understand how many times you have visited our websites and when you have used our services.
We may collect information about how you have used our services or programmes, such as the types of articles you’ve read and the stations, shows and podcasts you’ve listened to.
Information if you communicate with any of our stations or website:
If you call, text, email or communicate with us in some other way, we may collect your name, location and a brief summary of your contribution or opinion. We might then broadcast your contribution or opinion on one of our radio stations along with your first name and general location, unless it is given to us without this information.
We might also use your phone number to call you and invite you for further discussion about a topic on one of our shows. If you call in to talk on our radio station, we might post a part of the discussion on our social media accounts such as Twitter, Facebook or Instagram. Please note, some of this information may include sensitive information (e.g. political opinion, trade union) when you provide that information to us as set out in section h. below.
When you create a Player account, we ask what country you’re in so we can comply with the relevant copyright rules according to the country you are in. We also ask for your postcode so we can serve you localised content, such as news and weather.
We will only collect information about your geographic location based on your IP address.
Information on your activities outside Force services when you comment on any Force Channel:
To monitor and understand what people are saying about Force and our brands on social media, we collect information from comments or other information you may have made publicly available about us e.g. comments made on social media platforms. If you use your social media account to directly engage with us (such as tagging one of our social handles in a public post or sending us a direct message), we may also use your social handle to reply to or engage with you, and to track interactions we have had with our listeners on social media.
We will only collect sensitive personal information (also known as ‘special category personal data’) from you if you provide us with it. Sensitive personal information includes information about your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sex life or sexual orientation.
For example, you may share your political opinions in a discussion on one of our shows or submit other sensitive personal information if you choose to participate in our surveys.
Please do not submit such sensitive information if you do not wish for us to process it. We will only collect sensitive personal information (also known as ‘special category personal data’) from you if you provide us with it. Sensitive personal information includes information about your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sex life or sexual orientation.
We may obtain additional information about you from trusted third parties and public sources:
To assist us in our marketing, including Online Behavioural Advertising (“OBA”) (also known as “personalised advertising”), and to ensure that you receive adverts and other information that is relevant to you. For example, you may have entered a competition or completed a survey/questionnaire on a third-party website and agreed that this data may be shared with other parties, including Force. Alternatively, you may have consented to a third-party placing cookies on your device and sharing this information with Force. We only work with reputable third-party providers and take steps to ensure our providers respect your privacy rights.
Information provided to us in this way may include details about your demographics, interests, and other classifications such as gender, age bracket, social grade or hobbies according to your browsing interests. We then use this information to place you in particular groups or segments with other users with similar information (a process known as ‘profiling’ or ‘segmenting’) and may combine this information with other information we hold about you (such as general information, device information and usage Information described in section 3 above) or information we have collected when you signed up as a VIP, so that we can deliver advertising that is relevant based on your interests. For example, if you have been clicking on articles about pop music and listening to our radio stations which play primarily pop music, we may combine this information to understand you have an interest in pop music. As a result, you may be shown more adverts for live pop music events.
We have to have a valid reason to use your personal information. This is called a “lawful basis for processing”. We process personal information under the following legal bases:
We use your personal information where you have given us your consent. We rely on your consent for the following:
When we process personal information based on your consent, you have the right to withdraw consent at any time and we will no longer process your data after your consent is withdrawn.
If you would like to withdraw your consent to receive communications from us, please contact firstname.lastname@example.org.
The processing is necessary to fulfil a contract:
We may process your personal information when we need to fulfil a contract with you. For example, when you enter a competition on our website and provide us with personal information, we will need to use this personal information to contact you should you win.
We process your personal information when we have a legitimate interest to do so, provided that our interests are not overridden by your data protection rights.
Our legitimate interests include where we use your personal information to:
• improve or tailor our content, products, services and customer experiences by monitoring your use of our services and working with our suppliers to improve the products and services we offer, develop new content and services;
• meet our regulatory requirements by delivering age appropriate content;
• where there is an existing relationship between us, we may send you information about products, events, services and promotions that are similar to any you have received or bought from us (unless you have opted out to hear from us);
• ensure the security and integrity of our services
• deliver our services;
• ensure the security and integrity of our services;
• ensure that our websites and apps operate effectively;
• protect customers and other individuals, for example, from abuse and harassment and to maintain their safety, health and welfare;
• carry out market research; and
• deal with your requests, complaints and enquiries. For example, to answer your questions or to respond to a comment or complaint.
Necessary to comply with a legal and regulatory obligations:
We may process your personal information to comply with our legal and regulatory obligations for example, preventing, investigating, and detecting crime, fraud or anti-social behaviour and complying with law enforcement agencies.
Our group companies
If you enter a competition we may, if you have agreed, disclose your information to the competition sponsors. If you are a prize winner, we will give your information to the sponsors and share your information with the parties who assist us in providing prizes to the winners.
We may carry out research or analysis, which contains your personal information, via our websites, and share aggregated responses to questions with our partner organisations.
Our service providers:
We may share your personal information with our external third-party service providers. These include accountants, auditors, lawyers, other professional advisors, IT systems, support and hosting service providers, printing, market research and analysis service providers, website analytics, technical engineers, data storage, cloud providers, outsourced service providers and other similar third-party vendors that assist us in carrying out business activities.
Government authorities and related third parties:
We may need to share your personal information with Government bodies, law enforcement agencies or other regulatory bodies we are required to do so or where necessary to enforce our rights.
Online Behavioural Advertising (OBA):
If you have consented to the placement of non-essential cookies when visiting our websites and using our apps, we will share the personal information we collect via such cookies with third parties such as:
When we share your personal information in this way, we ask the recipients to only use your information where necessary in order to choose whether to use our OBA services. However, we cannot control the use these advertisers and agencies will make of your personal information once it is received.
In addition, if you have registered with Force Player via our app or websites, your user ID will be shared and matched with our insight tools to inform more relevant targeting of audio, video and display advertisements.
When you use a device such as a smart speaker:
You can access our services through voice-enabled devices, such as an Amazon Alexa or other smart speakers. You will be able to link your smart speaker account with your Force Player account. Once linked and provided you have agreed to receive personalised advertising from us (as explained above), you may also receive such advertising via our audio streams when you select them on your smart speaker. The company that provides your smart speaker service shares with us an identifier (in the form of a string of characters) to enable us to do this, but it does not share any other personal data about you with us. In turn, we also do not share information we hold about you with your smart speaker provider.
We hold personal information for different purposes and the length of time we keep your information will vary depending on the services or products we are providing. We will only keep your data for a reasonable period of time, which is based on the purpose for which we are using your data. Once that purpose has been fulfilled, we will securely delete your data or anonymise your information (so that we, or anyone else, can no longer tell that data relates to you) unless we are required to retain the data longer for legal, tax or accounting reasons..
To determine the period we store personal information, we always stick to these principles:
The table below sets out in more detail the periods for which we hold certain types of personal information.
Personal information which you supply to us is generally stored and kept inside the UK.
However, due to the nature of our business and the technologies required, your personal information may be transferred to certain third-party service providers in countries outside the UK. These countries (including the United States) may not have the same data protection laws and may offer a lower level of protection.
If we do need to transfer your personal information in this way, we take steps to ensure your level of privacy including data minimisation, anonymising data, pseudonymising data (a technique that removes or replaces certain information in a data set that could identify people), encryption (a security measure to protect data), undertaking due diligence on the recipients of data and putting in place contractual obligations on them to take care of your data, for example by using approved contractual clauses required by data protection laws. Please contact us for further information on international data transfers.
When you first visit our site or download our apps or after you have deleted our cookies from your device, you will be presented with the Privacy Manager pop up.
Data Protection laws give you certain rights in respect of your personal information. Please contact us using the contact details below if you wish to exercise any of your data rights.
You have the following rights:
You have the right to have your personal information corrected if it is inaccurate or incomplete. You can also correct personal information yourself if you have registered with us via an account on one or more of our websites.
You have the right of erasure (also known as the ‘right to be forgotten’) which allows you to request the deletion or removal of your personal information where there is no compelling reason for us to continue processing it. This right is not absolute, and there are circumstances where we may need to continue processing your data despite a request for erasure.
You have the right to object to certain types of processing of your personal information. This includes the right to object to direct marketing. You can exercise your right to opt-out of further direct marketing when you receive such communications from us (via the ‘unsubscribe’ option we include in each email or you can contact us directly.
You have the right to receive certain personal information from us in a commonly used electronic format (such as a Microsoft Excel file) so that this personal information can be used in a different service.
You have the right to restrict or ‘block’ the use of your information in certain circumstances such as when you think your data rights outweigh our legitimate interests in the processing of your data. When you exercise this right, we can still store your information but cannot undertake further processing.
If you have given your consent to anything we do with your personal information, you have the right to withdraw your consent at any time (although if you do so, it does not mean that anything we have done with your personal information with your consent up to that point is unlawful).
If you wish to submit a request in relation to any of your rights above, please contact us at: email@example.com.
Please note you may be asked to supply us with proof of identity and other additional information before we will be able to provide you with a response. We aim to respond within one month of receiving your request or identifying information (if required), and we will let you know if we anticipate your request taking any longer.
While we usually act on requests, we can refuse to do so (or may charge a reasonable fee to cover our administrative expenses) where you make baseless, excessive or repeated requests or ask us for further copies of information we have already provided.
If you do have any concerns, we would like you to give us the opportunity to know about them so we would encourage you to contact us first so we can help you. For a query or complaint, please email firstname.lastname@example.org.
If you do not think we are handling your personal information adequately, you have the right to lodge a complaint with the UK privacy regulator, the Information Commissioner’s Office. For further information, including contact details, please visit www.ico.org.uk.
The following words and phrases used in this Agreement have the following meanings, and the singular shall include the plural:
“Advert” means a ‘spot’ advert for radio broadcast;
“Advertiser” means the party identified as such in the Media Schedule, or otherwise any advertiser booking a Campaign;
“Advertising” means any activity booked by an Advertiser and/or Advertising Agency (including the broadcast of an Advert) that is not a Promotion or Sponsorship;
“Advertising Agency” means the party identified as such in the Media Schedule, or otherwise the agency booking a Campaign on behalf of its Advertiser client;
“Agreement” means this agreement between you and us relating to the Campaign and comprises the Media Schedule and these Terms; references to
“broadcast” shall be deemed to include broadcast, transmission, publication, use or other delivery (as applicable) on all and any relevant Media Platforms;
“Campaign” means the content of the campaign which we have agreed to broadcast on your behalf during the Term on the Media Platform(s) as set out in the Media Schedule (or otherwise agreed between us) including all and any advertising and promotional material, trailers, live reads, taglines, straplines or other content in any format relating to any (i) Advertising; (ii) Sponsorship and/or (iii) Promotion;
“Costs” means (where applicable) the costs specified in the Media Schedule including the Prize Fund and such other costs as may be agreed from time to time by the parties;
“Data Controller” means the person, corporate body, unincorporated association, partnership or other body which alone or jointly with others determines the purposes and means of the processing of Personal Data;
“Data Privacy Laws” means applicable laws relating to the processing of Personal Data including the Data Protection Act 2018 (DPA), Privacy and Electronic Communications Regulations 2003 (PECR) (as amended) and the European General Data Protection Regulation 2016 (GDPR);
“Data Processor” means the person, corporate body, unincorporated association, partnership or other body which processes Personal Data on behalf of the Data Controller;
“Fee” means the sum payable by you to us for delivery of the Campaign as may be set out in the Media Schedule or as otherwise agreed between the parties;
“Force” means Force Media Group Limited, company number 13492590 of 13 Vansittart Estate, Windsor, Berkshire, United Kingdom, SL4 1SE
“Group Company” means any subsidiary undertaking of a company, that company's ultimate parent company or any subsidiary company of the ultimate parent company from time to time; the words "include" and "including" shall not be interpreted as limiting the generality of any foregoing words;
“IPR” means any trade marks, copyright, moral rights, performance rights, goodwill, confidential information, trade secrets and all or any other intellectual or industrial property rights, both registered and unregistered anywhere in the world, including any renewals and extensions and including any such rights discovered or invented after the date of this Agreement;
“Media Platform” means all and any of the radio station(s), website(s), mobile or other platforms on which the Campaign is being broadcast as set out in the Media Schedule or as otherwise agreed between the parties;
“Media Schedule” means the media schedule, media plan and/or any other document(s) or agreements entered into between the parties in respect of the Campaign, which shall include the commercial terms and delivery schedule;
“Personal Data” means any information relating to an identified or identifiable natural person, including a name, identification number, location data or online identifier;
“Prize Fund” means, in relation to a Promotion, the sum that you agree to pay us for us to source Prizes as set out in the Media Schedule or as otherwise agreed between the parties;
“Prizes” means, in relation to a Promotion, the prizes to be supplied by you (if any) as set out in the Media Schedule or as otherwise agreed between the parties;
“Promotion” means client association with a competition led broadcast that results in the awarding of a Prize;
“Sponsorship” means client association with either an on air show or an off air event;
“Term” means the term of this Agreement as set out in the Media Schedule or as otherwise agreed;
“Terms” means these terms and conditions and references below to clauses shall be to clauses of these terms and conditions; “we”, “us” and “our” means Force including any successors in title, assigns and Group Companies; references to “written” and “in writing” shall not include correspondence by email; “you” and “your” means the Advertiser and/or Advertising Agency (as applicable and being jointly and severally liable for all obligations contained herein) including any successors in title, assigns and Group Companies.
2.1 You agree that you will pay the Fee and we will provide the Campaign on the terms of the Agreement. By signing the Media Schedule and/or booking a Campaign with us you agree to be bound by the Agreement. The booking and broadcast of all Campaigns is subject to (i) our approval and (ii) availability on our Media Platforms.
2.2 If there is a conflict between the Media Schedule and the Terms, the Media Schedule will take priority.
3.1 Where we require your approval over content we have created for the Campaign, we will endeavour to give you a minimum of 5 working days to review and approve such content, although this may not always be possible. Any delay by you in giving your approval may cause the Campaign to be delayed.
3.2 Your Campaign must comply with the following:
3.2.1 all relevant legislation relating to the Campaign, including the Communications Act 2003, and to the product or service which is the subject of the Campaign;
3.2.2 any relevant regulations or codes of practice (whether voluntary or obligatory) including the Ofcom Broadcasting Code, the UK Code of Broadcast Advertising (BCAP Code) and the UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code);
3.2.3 our technical requirements as notified by us to you from time to time. 3.3 Occasionally we might need to make changes to the Campaign for a variety of reasons (including scheduling constraints, Ofcom requirements or changes in the law). Where we need to do this we will endeavour to give you as much notice as ispracticable.
3.4 We may change the scheduled times and dates of the whole, or any part, of the Campaign at our absolute discretion. Where we plan to do this we will give you as much notice as is reasonably practicable.
3.5 If, for any reason other than by reason of your default (in which case we shall bear no liability for the following), the Campaign (i) is broadcast missing a material element; (ii) is broadcast containing a material error; or (iii) fails to achieve the level of impact, impressions or placement specified in the Media Schedule, our liability will be limited, at our option (acting reasonably), to one of the following:
3.5.1 broadcasting the missing element(s) of the Campaign as soon as is reasonably practicable after the missing element(s) were scheduled to run and for such time as is necessary to generate a number of broadcasts of the Campaign equal to the shortfall; or
3.5.2 providing you with broadcast opportunities for the Campaign of a value equal to the shortfall; or
3.5.3 making a pro-rata refund of, or reduction in, the Fee in relation to the missing element(s).
3.6 Post Campaign Analysis is conducted in accordance with the Force PCA Policy which is available on request. Sponsorships and Promotions
3.7 Occasionally we need to substitute the presenter of a show with another presenter, but this will not affect your sponsorship of that show. Very rarely we might need to move your sponsorship to a different show, but we will never do so without consulting with you first. 3.8 Where the Campaign includes a Promotion:
3.8.1 you will provide either (i) the Prizes or (ii) the Prize Fund (and we will procure the Prizes), as specified in the Media Schedule;
3.8.2 where you are providing and sending Prizes to winners, you must send the Prizes to arrive no later than 21 days after the conclusion of the Promotion;
3.8.3 where you are providing the Prizes but we are sending the Prizes out to winners, you will provide us with the Prizes no later than 10 days from the date the Prize is won, or earlier if agreed between the parties;
3.8.4 If the winners or we do not receive the Prizes within the time limit specified above, we will invoice you for the Prizes at cost price to us and you will pay such invoice within 7 days following the date of invoice.
3.9 We reserve the right to use premium rate telephone lines as the mechanism for entry to competitions. Radio Advertising
3.10 The guidelines for delivery of Adverts can be found at www.forceradio.net. We may update these, or notify you of other requirements, from time to time.
3.11 Radio centre clearance is required prior to broadcast of Adverts in certain categories identified in the BCAP code, as well as for Adverts running across multiple stations. If your Advert requires Radio centre clearance, we will require from you, prior to broadcast:
3.11.1 the Radio centre clearance number (such clearance being within 6 months prior to the start of the Campaign, even for repeat Campaigns running the same script);
3.11.2 details of any clearance conditions imposed by Radio centre, including scheduling, scripting or production requirements. Radio centre clearance does not guarantee that an Advert is compliant with the law or Ofcom regulations, or that the Advertising Standards Authority (ASA) will not uphold a complaint against it. Where an Advert does not require Radio centre clearance we are required by the BCAP code to clear the Advert internally before broadcast.
3.12 We are unable to broadcast any Advert that:
3.12.1 has failed to obtain Radio centre clearance (where Radio centre clearance is required);
3.12.2 does not comply with any requirements or conditions explicitly imposed by Radio centre as a pre-condition for clearance;
3.12.3 is the subject of an upheld complaint by the ASA; and/or
3.12.4 contains claims that, in our reasonable opinion, require substantiation and/or Radio centre clearance.
3.13 Where the Media Schedule specifies the level of on air impacts (which are measured on Rajar data for adults 15+ audience as at the date of this Agreement) likely to be achieved as a result of the Campaign, such impacts are guaranteed to a variance of +5/-5%. Online Advertising
3.14 The guidelines for delivery of online and mobile campaigns can be found at www.forceradio.net. We may update these, or notify you of other requirements, from time to time.
3.15 Where the Media Schedule specifies online impressions (which are measured on total views) likely to be achieved as a result of the Campaign, such impressions are guaranteed to a variance of +5/-5%.
3.16 Where you use third party advertising tags to deliver an online advert, there may be a discrepancy between our delivery statistics and those of the third party. We endeavour to deliver to within 10% of a third party’s advertising server’s statistics, in accordance with IAB guidelines, but we shall bear no liability for any discrepancy.
4.1 If we have approved you as a credit customer, we will invoice you for the Fee monthly in arrears at the end of each calendar month during the Campaign unless otherwise agreed in writing, calculated according to the proportion of the Campaign broadcast during that month. We reserve the right to withdraw at any time any credit arrangement extended to you, in which case the outstanding Fee for the entire Campaign will become due immediately.
4.2 If we have not approved you as a credit customer, we will issue a proforma invoice, either for the entire Campaign on the date of the Agreement or monthly in advance calculated according to the proportion of the Campaign due to be broadcast that month, at our discretion. Cleared funds are required 5 working days before the start of the Campaign.
4.3 Where any Costs are identified, quantified or varied after the start of the Agreement, we will submit these to you for your approval (not to be unreasonably withheld or delayed) prior to expenditure where reasonably practicable. If you unreasonably withhold or delay your approval, we may need to delay or cancel the Campaign but your obligation to pay for the Campaign will not be affected.
4.4 he Fee is exclusive of VAT which you shall pay in addition.
4.5 You shall make payment in cleared funds in the same currency as the invoice and without any withholding, deduction, set-off or counterclaim whatsoever by the invoice due date.
4.6 In respect of any payment to be made under this Agreement, time shall be of the essence.
4.7 If you fail to pay the Fee on or before the due date for payment we may:
4.7.1 refuse to broadcast, or immediately cease broadcasting, the Campaign without any obligation to you and you shall have no claim against us; and/or
4.7.2 terminate the Agreement for material breach in accordance with clause 9.2.1; and/or
4.7.3 charge you interest at a rate of 5% per annum above the base lending rate from time to time of Barclays Bank on any amount not paid by the due date for payment. Interest is calculated on a daily basis and accrues from the due date for payment until receipt by us of the full amount (including any accrued interest) whether before or after judgment. The parties acknowledge and agree that the interest payment set out in this clause is, in the context of the activities contemplated under this Agreement, a "substantial remedy" (as this expression is used in the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time)).
4.8 The existence of a query on any item in an invoice shall not affect the due date of payment of the balance of the invoice. Any amount queried and withheld by you will be subject to the full rate of interest in clause 4.7.3, unless resolved in your favour.
4.9 We are entitled to set-off monies held by us for you against any monies due by you to us.
5.1 Neither party shall acquire any rights or interests in the other party’s IPR as a result of this Agreement.
5.2 Except to the extent that you have provided content for the Campaign, we own the IPR in the Campaign and all the content, materials and deliverables created for the Campaign together with any associated goodwill.
5.3 The Campaign materials we produce under this Agreement are to be used in relation to the Campaign only and you shall not be entitled to use, or permit a third party to use, the materials independently of the Campaign.
5.4 Where you are providing content for the Campaign you grant to us (and/or procure that any third party owner of the IPR in the content grants to us) an irrevocable, nonexclusive, royalty-free licence to use such content during the Campaign so that we can broadcast the Campaign in accordance with the terms of this Agreement.
6.1 Nothing in this Agreement limits or excludes our liability for:
6.1.1 death or personal injury resulting from our negligence; or
6.1.2 fraud or fraudulent misrepresentation.
6.2 Without prejudice to the terms of clause
6.1, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.6.3 Subject to clauses 6.1 and 6.2:
6.3.1 we shall not under any circumstances be liable for (i) loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business or any pure economic loss; or (ii) any special, indirect or consequential loss, costs, damages, charges or expenses; and
6.3.2our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Agreement, including any statutory interest, shall in all circumstances be limited to the amount of the Fee under this Agreement.
6.4 Without prejudice to the terms of clauses 6.1 to 6.3, we shall not under any circumstances be liable for any loss, damage, unauthorised use or delay in delivery of any recordings, scripts or other material relating to the Campaign. We may destroy Campaign materials after a period of three months following the end of the Campaign without further reference to you.
7.1 You warrant, represent and undertake to us that:
7.1.1 you have the full right, power and authority to enter into the Agreement;
7.1.2 you own or have obtained and paid for and will maintain all necessary licences and consents, rights and waivers required for the broadcast of any material protected by any IPR or other rights contained in any materials provided by you for the Campaign;
7.1.3 any materials provided by you will not (i) infringe the IPR of, be defamatory of or otherwise infringe any rights of any third party or give rise to a claim for passing off or (ii) be inaccurate, misleading, obscene or offensive or (iii) in any way contravene any relevant legal or regulatory requirement or code of practice (whether voluntary or obligatory) from time to time;
7.1.4 you shall comply with clause 3.8 and all and any Prizes offered by you in connection with the Campaign will be lawful, safe and compliant with any relevant laws and regulations;
7.1.5 the products or services which are the subject of, and/or which are reasonably associated with, the Campaign, are safe and fit for their intended purpose and comply with all legal and regulatory requirements or codes of practice (whether voluntary or obligatory) including those relevant to your particular industry;
7.1.6 you will not use illegal fly-posting of any material containing any name, logo and/or trademark owned by us. In the event that you breach this warranty you agree to immediately remove any such illegal fly-posting upon our request at your sole expense;
7.1.7 the Campaign is legal, decent, honest and true;
7.1.8 any claims made in the Campaign are accurate and fair and can, if required, be substantiated by documentary evidence.
7.2 You will fully indemnify us and hold us harmless against any and all actions, proceedings, losses, costs (including legal and other professional fees), damages, fines, expenses, penalties, claims, demands, liabilities and damages (including any direct, indirect or consequential losses and any loss of profit, goodwill or reputation) arising from any breach of clause 7.1.
8.1 Each Data Controller and or Data Processor shall comply with Data Privacy Laws when processing Personal Data in in the performance of its obligations under this Agreement.
8.2 When processing Personal Data, each Data Controller or Data Processor shall put in place appropriate technical, physical and organisational measures against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, unauthorised disclosure of or access to Personal Data;
8.3 When processing Personal Data, a Data Processor shall:
8.3.2 ensure that it does not disclose any Personal Data to any third party without the prior written consent of the Data Controller; and
8.3.3 not cause or permit any Personal Data to be transferred outside the European Economic Area without the prior written consent of the Data Controller.
9.1 Either party may terminate this Agreement by giving to the other notice in writing no later than 28 days before the scheduled start date of the Campaign. If you terminate in accordance with this clause 9.1 you will pay to us (i) a cancellation charge of 25% of the Fee and (ii) all Costs incurred by us up to the date of termination. If we receive a termination notice later than 28 days before the scheduled start of the Campaign the entire Fee and all Costs incurred to the date of termination shall become due and immediately payable.
9.2 Without prejudice to other rights and remedies, either party may terminate this Agreement immediately by notice in writing to the other party if the otherparty:9.2.1 is in material breach of any of the terms of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within 14 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it;
9.2.2 ceases, or threatens to cease, to carry on business;
9.2.3 becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors;
9.2.4 has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
9.2.5 (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect, (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies.
9.3 Without prejudice to other rights and remedies, we may, at any time and without incurring any liability to you whatsoever, discontinue or decline to broadcast the Campaign without giving any reason in which case we shall refund any part of the Fee that has been paid and which relates to the part (or all) of the Campaign not broadcast by us.
9.4 Termination or expiry of this Agreement shall not affect a party's accrued rights and obligations as at the date of termination and those clauses intended to remain in effect after termination or expiry shall survive termination or expiry of this Agreement.
10.1 We shall have no liability to you if we are prevented, hindered or delayed in carrying out any of our obligations under this Agreement by any act or thing beyond our control or any other act or event that affects or may affect our programming or campaigns (including any law or regulatory order, power failure, breakdown or failure of software or machinery, interruption of broadcast, unforeseen technical failure, accident, act of God, storm, fire or flood, death of royalty or other public figure, terrorist action or war, failure of sub-contractors, suppliers or labour dispute) (a “Force Majeure Event”).
10.2 If the Force Majeure Event continues for more than one month, either party may terminate the Agreement with immediate effect by written notice. Any such termination shall be without prejudice to our right to be paid the Fee up to the date of termination.
11.1 Any notice under this Agreement shall be in writing and sent by recorded delivery post or by-hand delivery at the last known address from which one party has communicated with the other in connection with the Agreement. In the case of the service of a notice by you upon us, such notice shall be addressed for the urgent attention of the signatory on the Media Schedule and Managing Director (Commercial) with a copy to the Legal Department.
11.2 Except with our prior written consent you shall not assign or transfer any of your rights or obligations hereunder.
11.3 Each party undertakes to the others that it will treat as confidential this Agreement and its terms together with (i) all information relating in any manner to the business or affairs of the other party as may be communicated to it in connection with this Agreement and (ii) any information regarding the content, materials and deliverables produced under this Agreement other than content, materials and deliverables which are broadcast in accordance with the Campaign and will not disclose such information to any person firm or company (other than to professional advisers or Group Companies) except with prior written consent from the other parties.
11.4 To the extent permitted by law, the invalidity, illegality, or unenforceability of any provision in this Agreement does not affect or impair the continuation in force of the remainder of the provision or Agreement.
11.5 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, misrepresentation, assurance or warranty (in each case whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
11.6 We reserve the right to vary our terms and conditions from time to time, provided that the terms and conditions in force at the date of this Agreement shall apply to it. No variation of the terms of this Agreement shall be effective unless specifically approved in writing between duly authorised representatives of each party.
11.7 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies nor will any single or partial exercise by either party of any right preclude any further exercise of any other right.
11.8 This Agreement does not create any right or benefit enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act1999).
11.9 Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.
11.10 This Agreement shall be governed by and interpreted in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
Last updated: 1 October 2021
Force Media Group Limited Registered Office: 13 Vansittart Estate, Windsor, Berkshire, United Kingdom, SL4 1SERegistered in England: No. 13492590