1.1.This document (together with any documents referred to in it) tells you the terms and conditions upon which we sell and supply the services (the ‘Services’) listed on this website (the ‘Website’) to you.
1.2.Before confirming your order please:
1.2.1.Read through these terms and conditions (the ‘Conditions’) and in particular our cancellations and returns policy at clause 14. and limitation of our liability and your indemnity at clause 18.
1.2.2.Print a copy for future reference.
1.3.By ordering any of the Services listed on this Website, you agree to be legally bound by these Conditions. You will be unable to proceed with your purchase if you do not accept these terms and conditions as may be modified or amended and posted on this Website from time to time.
1.4.We reserve the right to revise and amend the Website, our disclaimers and the Conditions at any time without notice to you. Your continued use of the Website (or any part thereof) following a change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether we have changed these Conditions.
2.1.This Website is owned and operated by Syndicast Limited (‘we’/’us’/’our’), a limited company registered in England and Wales under company number: 07288759.
Email address: email@example.com
Registered Office: Suite 1, 5th Floor, Marshall House, Ringway, Preston, PR1 2QD, United Kingdom
3.1.You agree that email and other electronic communications can be used as a long-distance means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
3.2.We will contact you by email or provide you with information by posting notices on our Website.
4.1.You must comply with all applicable laws and regulations of the country for which the Services are destined. We will not be liable for any breach by you of any such laws.
5.1.When registering on the Website you must choose a password and your username will be your registered email address. You are responsible for all actions taken under your chosen username and password.
5.2.By registering on the Website you undertake:
5.2.1.That all the details you provide to us for the purpose of registering on the Website and purchasing the Services are true, accurate, current and complete in all respects
5.2.2.To notify us immediately of any changes to the information provided on registration or to your personal information
5.2.3.That you are over 18 or if under 18 you have a parent or guardian’s permission to register with and purchase the Services from this Website in conjunction with and under their supervision
5.2.4.To only use the Website using your own username and password
5.2.5.To make every effort to keep your password safe
5.2.6.Not to disclose your password to anyone
5.2.7.To change your password immediately upon discovering that it has been compromised
5.2.8.To neither transfer or sell your username or password to anyone, nor permit, either directly or indirectly, anyone other than you to use them
5.3.You authorise us to transmit your name, address and other personal information supplied by you (including updated information) to obtain information from third parties about you, including, but not limited to, credit reports and so that we may authenticate your identity.
5.4.We reserve the right to terminate an agreement formed with you pursuant to clause 12. below and to suspend or terminate your access to the Website immediately and without notice to you if:
5.4.1.You fail to make any payment to us when due
5.4.2.You breach these Conditions (repeatedly or otherwise)
5.4.3.You are impersonating any other person or entity
5.4.4.When requested by us to do so, you fail to provide us within a reasonable time with sufficient information to enable us to determine the accuracy and validity of any information supplied by you, or your identity
5.4.5.We suspect you have engaged, or are about to engage, or have in anyway been involved, in fraudulent or illegal activity on the Website
6.1.To be eligible to purchase the Services on this Website and lawfully enter into and form contracts with us, you must:
6.1.1.Be 18 years of age or over
6.1.2.Be legally capable of entering into a binding contract
6.1.3.Provide full details of an address for the performance or delivery of the Services
6.2.If you are under 18, you may only use the Website in conjunction with, and under the supervision of, a parent or guardian. If you do not qualify, you must not use our Website.
7.1.The prices of the Services are quoted on the Website.
7.2.The price is depending on your location subject to add 20% VAT. It applies if you are from the United Kingdom or you are from the EU and do not have valid EU VAT code.
7.3.We reserve the right, by giving notice to you at any time before delivery or performance of our obligations to you, to increase the price of the Services to reflect any increase in the cost to us due to any factor beyond our control (such as without limitation, any foreign exchange fluctuation, significant increase in the costs of labour, materials or other costs of manufacture). In the unlikely event of this occurring, you shall be entitled to cancel the order at any time before we have commenced providing the Services.
7.4.After successful purchase we will email you your sales receipt and you will be able to download the invoice through your Syndicast account.
8.1.Payment can be made by Paypal, any major prepay, credit or debit card or through an electronic payment account as explained on the order form as well as by bank transfer.
8.2.By placing an order, you consent to payment being charged to your prepay/debit/credit card account, bank account or electronic payment account as provided on the order form.
8.3.Payment will be debited and cleared from your account before the provision of the Service to you.
8.4.When you pay for your order by card, we carry out certain checks which include obtaining authorisation from your card issuer to ensure you have adequate funds and for security reasons. This may involve validating your name, address and other personal information supplied by you during the order process against appropriate third party databases including the card issuer, registered credit reference agencies and fraud prevention agencies.
8.5.By accepting these Conditions you:
8.5.1.Undertake that all the details you provide to us for the purpose of purchasing the Services are correct and that the payment card you are using is your own and that there are sufficient funds to cover the cost of the Services ordered
8.5.2.Undertake that any and all Services ordered by you are for your own private or domestic use only and not for resale
8.5.3.Authorise us to transmit the payment and delivery information provided by you during the order process (included any updated information) for the purpose of obtaining authorisation from your card issuer to ensure you have adequate funds, to authenticate your identity, to validate your payment card and for other security reasons, such as fraud prevention
8.6.We shall contact you should any problems occur with the authorisation of your card.
8.7.We will take all reasonable care, in so far as it is in our power to do so, to keep the details of your order and payment secure, but in the absence of negligence on our part, we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when accessing or ordering from our Website.
9.1.1. Syndicast provides paid Radio Promotion service, where you can send your music to the radio stations for review and airplay.
9.1.2. You warrant that You are the copyright owners in any recordings provided by You and that the recordings You provide do not infringe the rights of any third parties, are not obscene and do not defame any individual and that any 3rd party samples have the relevant clearance from all Copyright owners.
9.1.3. By sending a promotion campaign, you grant us all necessary permissions and consents required by the Copyright Designs and Patents Act of 1988 to allow us to electronically deliver the recordings over the internet. You shall indemnify us against any loss (including any legal fees) We may incur as a result of a breach of this warranty.
9.1.4. Promotion campaigns must be paid by campaign. Once the campaign is active, refund is not possible.
The following terms shall have the following meanings for purposes of this Agreement:
a, “PRODUCER Content” means digital copies of (sound recordings) radio programme(s) or podcast(s) that the PRODUCER has made available to SYNDICAST during the Term, that PRODUCER has designated for digital distribution in accordance with this Agreement. Radio programme(s) or podcast(s) that are provided by PRODUCER to SYNDICAST must have been cleared by the PRODUCER.
b, “Term” means the period beginning on the effective date of this Agreement, unless otherwise stated (date this Agreement was signed) In case of “Weekly”, “Bi-Weekly” and “Monthly” ending one year later, after which such Term shall automatically be renewed for successive one-year. After 6 months the service can be terminated by the PRODUCER but will lose all the Partners that SYNIDICAST has gained. Either party may terminate this agreement at any time by providing the other party with a thirty (30) days written notice of its intention to terminate.
c, “Territory” means the Universe.
d, “Artwork” means episode cover / general artwork and any other artwork relating to PRODUCER Content that PRODUCER provides to SYNDICAST. Artworks that are provided by PRODUCER to SYNDICAST must have been cleared by the PRODUCER.
e, “Partner” means any third party that SYNDICAST authorize to broadcast and stream and other use of the PRODUCER Content.
f, “Weekly”, “Bi-Weekly” and “Monthly” mean services provided by SYNDICAST. The definition and price list can be found at: https://syndicast.co.uk/syndication-distribution-prices/
g, “Syndicast Distribution System” means the website (online distributions system) operated by SYNDICAST. Link: https://syndicast.co.uk/distribution/
Subject to the term of this Agreement, Producer hereby appoints SYNDICAST as PRODUCER’s authorized distributor for the syndication – distribution of PRODUCER Content in the Territory. Accordingly, PRODUCER hereby grants an exclusive right (unless otherwise stated) to
SYNDICAST, during the Term to distribute, promote and covert PRODUCER Content and Artworks to its authorized Partners.
10.3, PRODUCER Obligations
a, PRODUCER shall obtain and pay for any necessary clearances and licenses in the Territory for all PRODUCER Content and Artwork.
b, PRODUCER shall make the Content available to SYNDICAST for free and in accordance with Appendix I to this Agreement, which forms an integral part of this Agreement.
c, PRODUCER shall provide any required materials (audio, visual) by SYNDICAST and its Partners.
Payment shall be made by the PRODUCER within seven (7) days upon receipt of invoice either via Syndicast Distribution System or by bank transfer. All payments shall be made in GBP or EURO. If SYNDICAST does not receive the payment within seven (7) days, the Syndicast Distribution System automatically suspends the PRODUCER’s account and after (30) days stop distributing the PRODUCER Content to its Partners – unless otherwise stated.
a, SYNDICAST reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and / or modifications shall be send to PRODUCER by email prior to their effective date. In the event that PRODUCER does not consent to any such amendments and / or modifications, PRODUCER shall be given the right to terminate this Agreement by providing SYNDICAST with a thirty (30) days written notice of PRODUCER intention to terminate.
b, Either party shall have the right to terminate this Agreement prior to the expiration of the Term in the event that the other party becomes insolvent, files a petition in bankruptcy, unpaid invoices, or breaches any material representation, obligation, or convent contained herein. In the event of material breach by either party, the party in breach shall have thirty (30) days from the date of notice to cure the breach, or if not able to cure in such time, then resolved to the other party’s reasonable satisfaction, no later thirty (30) days from the date of notice of such breach.
c, In the event PRODUCER terminates this Agreement prior to the expiration of the Initial Term for any reason other than stated in Section 6 a) and b) above, SYNDICAST has the right to force its Partners to stop broadcast, stream or any use of PRODUCER Content for up to 4 months unless SYNDICAST charges PRODUCER a buy-out fee.
10.6.2, Entire Agreement, Modification, Waiver. This Agreement, including any annexes, schedule and exhibits hereto, contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. A waiver either party of any term or conditions of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
10.6.3, Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have delivered and given for all purposes on the delivery date if sent by electronic mail to the address provided to and by Producer upon registration with Syndicast, or as properly updated.
10.6.4, Governing Law. This Agreement shall be governed and interpreted exclusively by English and Welsh Law. Parties understand that place of jurisdiction shall be Syndicast’s office (s) and all disputes will be submitted to and decided by the competent court in Preston, United Kingdom.
This appendix is an integral part of the contract. All PRODUCER Content – radio programmes have to be submitted in digital format and uploaded to the Syndicast Distribution – unless otherwise stated.
Accepted file formats: Radio programmes: *.mp3 320kbps 44100 and 16 BIT.
Artwork: min 2000×2000, max 3000×3000 *.jpg
Track list: copy and pasted into Syndicast Distribution System’s episode uploading window.
PRODUCER Content – radio programmes need to be properly produced and mastered. SYNDICAST reserves the right to refuse radio programmes that do not meet its quality criteria.
Submitted radio programmes will be encoded into variety of formats.
10.7.1, iTunes / RSS
10.7.2, iTunes and RSS services can be added to the Syndication service for an extra monthly charge that can be found at our Website.
10.7.3, The Syndicast Distribution System automatically updates, maintains the RSS feed as well as iTunes. The files are hosted in the system also, no further upload is necessary.
10.7.4, iTunes submission is made by Syndicast after the first file upload. The submission process usually takes 1-3 weeks, depends on the iTunes Store.
10.7.5, iTunes and RSS services can be delayed from the radio show / podcast posts to the radios, and it is recommended.
10.8.2, Auto-tweet service can be added to the Syndication service for an extra monthly charge that can be found at our Website.
10.8.3, The Auto-tweet service must be authorized by the Producer, so it can post in behalf of the Producer through its Tweeter account.
10.8.4, The Auto-tweet service uses the broadcasting times and dates from the Distributions System that provided by the Radio Stations (Partners). Radio shows / podcasts with no subscriptions cannot use the service.
10.8.5, The Auto-tweet posts can be customized by the Producer.
11.1.All production elements and compositions are the original work of Syndicast producers.
11.1.1.If you are looking for a production that resembles aspects of someone else’s idea/project it is your responsibility to ensure that by doing so you are not infringing any existing copyrights, artist’s rights etc.
11.1.2.We may refuse to recreate someone elses work as this is against our code of practice.
11.2.Each production composition is protected by copyright (including design copyrights), trade marks, patent, database and other intellectual property rights and similar proprietary rights which include, (without limitation), all rights in materials, works, techniques, computer programs, source codes, data, technical information, trading business brand names, goodwill, service marks utility models, the style or presentation of the services, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research effort relating to Syndicast moral rights and any similar rights in any country (whether registered or unregistered and including applications for and the right to apply for them in any part of the world) and you acknowledge that the intellectual property rights in the material and content supplied as part of the Production shall remain with us or our licensors.
11.3.You may not download or copy the content and other downloadable items displayed on the Website in the form of audio elements (the Production, Composition etc).
12.ORDER PROCESS AND FORMATION OF A CONTRACT
12.1.All orders are subject to acceptance and availability. If any Services ordered are not available, you will be notified by email and you will have the option either to wait until the item is available or to cancel your order. It is your responsibility to provide us with a valid email address so that we can contact you if necessary.
12.2.Any order placed by you constitutes an offer to purchase the Services from us. All such offers received from you are subject to acceptance by us and we reserve the right to refuse any order placed by you at any time prior to acceptance, without providing an explanation.
12.3.You shall be responsible for ensuring the accuracy of the details provided by you during the order process and we will not accept an order unless all details requested from you have been entered correctly.
12.4.You agree that if we contact you to acknowledge receipt of your order such communication shall not amount to our acceptance of your offer to purchase the Services ordered by you from the Website.
12.5.A contract between you and us (the ‘Contract’) incorporating these Conditions will only subsist after we have debited your payment card and have confirmed that we shall be providing the requested Service or made it available to be downloaded. We will send you an email to confirm this (a ‘Confirmation Notice’). The Confirmation Notice will amount to an acceptance of your offer to buy the Services from us. The Contract will only be formed when we send you the Confirmation Notice (whether or not you receive it).
12.6.Where we agree to supply Services to you permanently or on an ongoing (continuous) basis, such as by subscription, they shall be provided for a minimum fixed period of time (the ‘Minimum Duration’). The length of the Minimum Duration will depend on which package or product you have selected to purchase and is provided on the Website.
12.7.The Contract will relate only to the Services stated in the Confirmation Notice. We will not be obliged to supply any other Services which may have been part of your order until we have sent you a separate Confirmation Notice relating to it.
12.8.You must check that the details contained in the Confirmation Notice are correct and you should print out and keep a copy of it.
12.9.You will be subject to the version of our policies and Conditions in force at the time that you order the Services from us, unless:
12.9.1.Any change to those policies or these Conditions is required to be made by law or governmental authority
12.9.2.We notify you of any change to our policies or these Conditions before we send you the Confirmation Notice, in which case, we are entitled to assume that you have accepted it, unless we receive written notification from you to the contrary within seven working days of receipt of the Confirmation Notice
13.1.The Services will be delivered to you via your Syndicast account or to the email address you supplied on registration or such other email address that we agree to use to communicate with you.
13.2.Any dates quoted for completing performance of the Service are approximate only. All production orders are delivered in 1-10 working days (excluding UK and US Bank Holidays and Sundays) unless otherwise stated on the order form. Unless there are exceptional circumstances of which you would be notified via email provided within 5 working days. All promotion and syndication orders delivered straight away once the payment is cleared.
13.3.We shall not be liable for any delay in completing performance of the Service, however caused.
13.4.The Services may be sent to you in instalments.
13.5.We only keep digital copies of your production order for up to 6 months, after that time we are going to be unable to provide you with any copies of previous orders so it is your responsibility to protect your copy. We keep radio shows only for couple of months in our system.
14.CANCELLING YOUR PRODUCTION CONTRACT AND RETURNS
14.1.Cancelling before receiving a Confirmation Notice
14.1.1.You may cancel your order for the Services at any time prior to receiving a Confirmation Notice from us so long as you contact us in writing. You can send us a cancellation notice by sending an email. Your cancellation notice must quote your name, address, the name or a description of the Services and your order reference number.
14.2.Cancellation after receiving a Confirmation Notice
14.2.1.You are entitled to cancel your Contract and obtain a refund within 7 working days from the date of the Confirmation Notice. This also applies, where appropriate and subject to clause 14.4., to items that are available to be downloaded. However, you will no longer have a right to cancel if, with your agreement, we have already commenced providing the Services to you before this period of time expires. We shall be deemed to have already commenced providing the Services, in circumstances where you have already downloaded products or materials that we made available to you, from the Website.
14.2.2.You may notify us of your wish to cancel by sending us a cancellation notice. Your cancellation notice must quote your name, address, the name or a description of the Services and your order reference number.
14.2.3.Upon receiving your cancellation notice, we will contact you providing any necessary instructions which you will be required to follow.
14.2.4.So long as you have complied with your obligations under this clause, we will refund the purchase price to you by crediting the payment card you used to purchase the Services.
14.3.Cancelling ongoing Services
14.4.Exception to the right to cancel
You will not have a right to cancel an order for any goods or services purchased from us, in the following situations:
14.4.1.If you expressly agree to us beginning to provide any services before the end of the cancellation period.
14.4.2.The Contract is for goods which are bespoke or have been personalised or which may deteriorate (such as food)
14.4.3.The Contract is for goods and/or services the price of which is dependent on fluctuations in the financial market which cannot be controlled by us
14.4.4.The Contract is for the sale of land, auctions and financial service agreements
14.4.5.The Contract is for the supply of:
184.108.40.206.Audio or video recordings and computer software if unsealed by you
220.127.116.11.Audio or video recordings and software and other items that you have successfully downloaded where a free trial or demonstration was available to you to view or download
18.104.22.168 If the promotion campaign is already started
22.214.171.124 If the paid Syndication duration is already started or there is remaining time out of your Syndication Term.
14.5.Incorrectly priced or described Services
14.5.1.Whilst we try and ensure that all the information on our Website is accurate, errors may occur. In the unlikely event that the price and/or description of an item listed on the Website has been incorrectly advertised, we will not be under any obligation to sell or provide those Services to you.
14.5.2.If we discover the error before sending you a Confirmation Notice we will at our discretion, either reject your order and notify you of such rejection, or inform you as soon as possible and give you the option of cancelling your order or reconfirming it at the correct price and/or description. If we give you the option of cancelling your order or reconfirming it at the correct price and/or description but either cannot contact you or do not receive your response within 14 days of sending you notification (whether or not you receive it), we will reject your order.
14.5.3.If we discover the error after sending you a Confirmation Notice we may, at our discretion and without incurring any liability to you, cancel the Contract provided that the error is, in our reasonable opinion, obvious and unmistakable and could have reasonably been recognised by you. We will notify if we cancel the Contract.
14.5.4.If your order is cancelled or rejected and you have already paid for the Services, you will receive a full refund in accordance with clause 14.7.
14.6.Delivery by instalments
14.6.1.The Services may be sent to you in instalments. You may cancel the outstanding part of your order and receive a refund, if you have already paid, of the purchase price of the outstanding Services in accordance with clause 14.7.
14.7.1.We will notify you about your refund via email within a reasonable period of time. We will usually process a refund as soon as possible and, in any case, within 30 days of the day we confirmed to you via email that you are entitled to a refund. Refunds will be made by crediting the payment card or electronic payment account you used to purchase the Services.
15.1.If you have a comment, concern or complaint about any Services you have purchased from us, please contact us via email or by post at Suite 1, 5th Floor, Marshall House, Ringway, Preston, PR1 2QD, United Kingdom.
16.1.The content of the Website is protected by copyright (including design copyrights), trade marks, patent, database and other intellectual property rights and similar proprietary rights which include, (without limitation), all rights in materials, works, techniques, computer programs, source codes, data, technical information, trading business brand names, goodwill, service marks utility models, semi-conductor topography rights, the style or presentation of the goods or services, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research effort relating to Syndicast moral rights and any similar rights in any country (whether registered or unregistered and including applications for and the right to apply for them in any part of the world) and you acknowledge that the intellectual property rights in the material and content supplied as part of the Website shall remain with us or our licensors.
16.2.You may download or copy the content and other downloadable items displayed on the Website subject to the condition that the material may only be used for personal non-commercial purposes. Copying or storing the contents of the Website for other than personal use is expressly prohibited.
16.3.You may retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website.
16.4.You acknowledge that any other use of the material and content of this Website is strictly prohibited and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works from such material and content.
16.5.No licence is granted to you in these Conditions to use any of our trade marks or those of our affiliated companies.
16.6.Services sold by us and Website content are created using royalty free, paid licensed and licensing free components otherwise known as audio production elements.
18.LIABILITY AND INDEMNITY
18.1.Notwithstanding any other provision in the Conditions, nothing will affect or limit your statutory rights; or will exclude or limit our liability for:
18.1.1.Death or personal injury resulting from our negligence
18.1.2.Fraud or fraudulent misrepresentation
18.1.3.Action pursuant to section 2(3) of the Consumer Protection Act 1987
18.1.4.Any matter for which it would be unlawful for us to exclude or attempt to exclude our liability
18.2.The Website is provided on an ‘as is’ and ‘as available’ basis without any representation or endorsement made and we make no warranties or guarantees, whether express or implied, statutory or otherwise (unless otherwise expressly stated in these Conditions or required by law) in relation to the information, materials, content or services found or offered on the Website for any particular purpose or any transaction that may be conducted on or through the Website including but not limited to, implied warranties of non-infringement, compatibility, timeliness, performance, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade custom.
18.3.We will not be liable if the Website is unavailable at any time.
18.4.We make no representation or warranty of any kind express or implied statutory or otherwise regarding the availability of the Website or that it will be timely or error-free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or bugs.
18.5.We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the Website and we accept no liability of any kind for any loss or damage resulting from action taken in reliance on material or information contained on the Website.
18.6.We cannot guarantee and cannot be responsible for the security or privacy of the Website and any information provided by you. You must bear the risk associated with the use of the internet. In particular, we will not be liable for any damage or loss caused by a distributed denial-of-service attack, any viruses trojans, worms, logic bombs, keystroke loggers, spyware, adware or other material which is malicious or technologically harmful that may infect your computer, peripheral computer equipment, computer programs, data or other proprietary material as a result of your use of the Website or you downloading any material posted or sold on the Website or from any website linked to it.
18.7.We will use all reasonable endeavours to carry out our obligations within a reasonable period of time but will not be liable to you for any loss, costs or expenses arising directly or indirectly from any delays in doing so.
18.8.We will not be liable, in contract or tort (including, without limitation, negligence), or in respect of pre-contract or other representations (other than fraudulent misrepresentations) or otherwise for:
18.8.1.any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings and any other consequential loss); or
18.8.2.any loss of goodwill or reputation; or
18.8.3.any special or indirect losses; or
18.8.4.any loss of data; or
18.8.5.wasted management or office time; or
18.8.6.any other loss or damage of any kind suffered or incurred arising out of or in connection with the provision of any matter under these Conditions and/or the Contract and/or the use of this Website or any aspect related to your purchase of the Services even if such losses are foreseeable or result from a deliberate breach of these Conditions by us that would entitle you to terminate the Contract between us or as a result of any action we have taken in response to your breach of these Conditions. Without prejudice to the terms of this clause and in the event that we are unable to rely upon it, our liability for all and any losses you suffer as a result of us breaking the Contract, whether or not deliberate, including those listed in clauses 18.8.1. to 18.8.6., is strictly limited to the purchase price of the Services you purchased.
18.9.You agree to fully indemnify, defend and hold us, and our officers, directors, employees and suppliers, harmless immediately on demand, from and against all claims, including but not limited to losses (including loss of profit, revenue, goodwill or reputation), costs and expenses, including reasonable administrative and legal costs, arising out of any breach of these Conditions by you, or any other liabilities arising out of your use of this Website or any other person accessing the Website using your personal information with your authority.
18.10.This clause does not affect your statutory rights as a consumer, nor does it affect your contractual cancellation rights.
19.1.You acknowledge that any review, feedback or rating which you leave may be published by us on the Website and you agree that it may be displayed for as long as we consider appropriate and that the content may be syndicated to our other websites, publications or marketing materials.
19.2.You undertake that any review, feedback or rating that you write shall:
19.2.1.Comply with applicable law in the UK and the law in any country from which they are posted
19.2.2.Be factually accurate
19.2.3.Contain genuinely held opinions (where applicable)
19.2.4.Not contain any material which is either defamatory, threatening, obscene, abusive, offensive, hateful, inflammatory or is likely to harass, upset, annoy, alarm, embarrass or invade the privacy of, any person or be deceiving
19.2.5.Not promote or advocate an unlawful act or activity, discrimination, sexually explicit material or violence
19.2.6.Not infringe any trademark, copyright (including design rights), database right, or other intellectual property rights of any other person or breach of any legal duty you owe to a third party
19.2.7.Not be used to impersonate any person, or to misrepresent your identity
19.3.You agree to indemnify and hold us harmless against any claim or action brought by third parties, arising out of or in connection with any review, feedback or rating posted by you on the Website, including, without limitation, the violation of their privacy, defamatory statements or infringement of intellectual property rights.
19.4.You grant us and our affiliate companies a non-exclusive, royalty-free worldwide license to use or edit any reviews posted by you.
19.5.We reserve the right to publish, edit or remove any reviews without notifying you.
20.1.We shall have no liability for delays or failures in delivery or performance of our obligations to you resulting from any act, events, omissions, failures or accidents that are outside of our control (‘Force Majeure’), which, without limitation, include:
20.1.1.Strikes, lock-outs or other industrial action
20.1.2.Shortages of labour, fuel, power, raw materials
20.1.3.Late, defective performance or non-performance by suppliers
20.1.4.Private or public telecommunication, computer network failures or breakdown of equipment
20.1.5.Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
20.1.6.Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or extreme weather conditions.
20.1.7.Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
20.1.8.Acts, decrees, legislation, regulations or restrictions of any government
20.1.9.Other causes, beyond our reasonable control
20.2.Our performance will be deemed to be suspended for the period that the event of Force Majeure continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to minimise any delay caused by Force Majeure or to find a solution by which our obligations may be performed despite the Force Majeure event. We shall promptly notify you of any Force Majeure event giving details of it and (where possible) the extent and likely duration of any delay.
20.3.Where the period of non-performance or delay in relation to any event of Force Majeure exceeds 30 days from the date of notice to you of the event of Force Majeure, either you or us may, by written notice to the other, terminate the Contract with immediate effect upon service.
22.THIRD PARTY RIGHTS
23.1.Except for our affiliates, directors, employees or representatives, a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
23.1.To provide increased value and convenience to our users, we may provide links to other websites or resources for you to access at your sole discretion and risk. You acknowledge and agree that, as you have chosen to enter the linked website we are not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable in any way, whether directly or indirectly, for:
23.1.1.The privacy practices of such websites
23.1.2.The content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources
23.3.The use which others make of these websites; or
23.1.4.Any damage, loss or offence caused or alleged to be caused to you, arising from or in connection with the use of or reliance upon any such advertising, content, products, goods, materials or services available on and/or purchased by you from such external websites or resources
24.LINKING TO THE WEBSITE
24.1.You must not create a link to the Website from another website, document or any other source without first obtaining our prior written consent.
24.2.Any agreed link must be:
24.2.1.To the Website’s homepage or the page specified by us
24.2.2.Established from a website or document that is owned by you and does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the UK and the law in any country from which they are hosted
24.2.3.Provided in such a way that is fair and legal and does not damage our reputation or take advantage of it
24.2.4.Established in such a way that does not suggest any form of association, approval or endorsement on our part where none exists
24.3.We have no obligation to inform you if the address of the Website home page changes and it is your responsibility to ensure that any link you provide to our homepage is at all times accurate.
24.4.We reserve the right to withdraw our consent without notice and without providing any reasons for withdrawal. Upon receiving such notice you must immediately remove the link and inform us once this has been done.
26.1.All notices given by you to us must be given to us at Suite 1, 5th Floor, Marshall House, Ringway, Preston, PR1 2QD, United Kingdom or by emailing. We may give notice as described in clause 3.
26.2.Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
27.1.The Contract represents the entire agreement between us in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
27.2.We each acknowledge that, in entering into a Contract, neither of us has relied on any express or implied representation, undertaking or promise given by the other from anything said or written in any negotiations between us prior to such Contract except as has been expressly incorporated in such Contract.
27.3.Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Conditions.
28.1.We reserve the right to change the domain address of this Website and any services, products, product prices, product specifications and availability at any time.
28.2.All prices and descriptions supersede all previous publications. All product descriptions are approximate.
28.3.Every effort is made to keep information regarding stock availability on the Website up to date. However, we do not guarantee that this is the case, or that stock will always be available.
28.4.If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question will not be affected.
28.5.All Contracts are concluded and available in English only.
28.6.If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under it or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with your obligations.
28.7.A waiver by us of any default shall not constitute a waiver of any subsequent default.
28.8.No waiver by us of any of these Conditions or of any other term of a Contract shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 3.
28.9.Any Contract between you and us is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
29.1.The Website is controlled and operated in the United Kingdom.
29.2.Every purchase you make shall be deemed performed in England and Wales.
29.3.The Conditions and any Contract brought into being as a result of usage of this Website will be governed by the laws of England and Wales and you irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.
30. RADIOS / PARTNERS (BROADCASTING AGREEMENT)
30.1.1, By registering at our Website as a Radio Station and ticking the Terms and Conditions box, you (herein after called “Broadcaster”) agree that you have read, understand, and accept the Agreement and the Terms and Conditions below for all use of Syndicast’s services and programmes / products. If you do not agree to these Terms and Conditions, you will not be able to download and broadcast our Programmes and Promos.
30.1.2, The Broadcasting Agreement describes the legal relationship between Broadcaster and Syndicast.
30.1.3, Object of this Agreement shall be the distribution by Syndicast to Broadcaster and broadcasting and other use of digital copies of the sound recordings, radio programmes, herein after called “Program” and “Promo”
The following terms shall have the following meanings for purposes of this Agreement:
30.2.2, “Program” means digital copies of sound recordings and radio programmes that Syndicast has made available to the Broadcaster during the Term. Programmes that are provided by Syndicast to Broadcaster must have been cleared by the Producer.
30.2.3, “Term” means the period beginning on the effective date of this Agreement. This Agreement runs without an expiration date.
30.2.4, “Artwork” means episode cover / general artwork and any other artwork relating to Program and Promo that Syndicast provides to Broadcaster. Any artworks that are provided by Syndicast to Broadcaster must have been cleared by Producer.
30.2.5, “Broadcaster” means any third party that Syndicast authorize to broadcast and stream and other use of the Program, Promo and Artwork.
30.2.6, “Producer” means the producer of the “Program” and “Promo”.
30.2.7, “Promo” means digital copies of sound recordings that Syndicast has made available to the Broadcaster during the Term. Promos that are provided by Syndicast to Broadcaster must have been cleared by the Producer.
Syndicast hereby (after registering at our Website as a Radio Station and ticking the Terms and Conditions box) grants Broadcaster with a Non-Exclusive right (unless otherwise stated – exclusive contracts are made individually) to broadcast its Program and Promo and use Artworks. Promos can be used and aired only when feedback is left.
30.4.1, BROADCASTER Obligations
30.4.2, In exchange for receiving the Program, Broadcaster agrees to keep the Program (s)airtime(s) updated at all the time. Any changes to Program’s airtimes by Broadcaster must be reported to Syndicast immediately via Syndicast Distribution System.
30.4.3, Broadcaster agrees that the Program and Promo are and shall remain the property of Syndicast.
30.4.4, Broadcaster accepts full liability for airing Program(s) and Promo(s).
30.4.5, Broadcaster agrees that Syndicast is supplying the Program and Promo solely for use on the Broadcaster’s own market.
30.4.6, Broadcaster shall not supply Program / Promo to any other station or person without prior written permission to do so by Syndicast.
30.4.7, Broadcaster agrees to provide listening figures to Syndicast in request (within one week) via Syndicast Distribution System.
30.4.8, Broadcaster agrees that at least every two weeks log in and check the Promos featured by Syndicast on its website.
30.5, Promotional Use and Opportunities of Names
Syndicast authorize Broadcaster to use the names likenesses of, and biographical material concerning, any Program, Promo and Artwork in any marketing materials for promotion and advertising of the Program and Promo which is offered for broadcast and stream or other use under the terms of this Agreement.
30.5.1, Modification, Termination and Effect of Termination
30.5.2, Syndicast reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and / or modifications shall be send to Broadcaster via Syndicast Distribution System prior to their effective date. In the event that Broadcaster does not consent to any such amendments and / or modifications, Broadcaster shall be given the right to terminate this Agreement by providing Syndicast with a seven (7) days written notice of Broadcaster intention to terminate.
30.5.3, Syndicast has the right to force Broadcaster to stop broadcast, stream or any use of any radio programmes for up to 3 months.
30.5.4, Syndicast has the right to suspend Broadcaster ‘s account in case the Broadcaster does not update the details, airing times or not communicate with Syndicast.
30.6.1. General Provisions
30.6.2, Entire Agreement, Modification, Waiver. This Agreement, including any annexes, schedule and exhibits hereto, contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. A waiver either party of any term or conditions of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
30.6.3, Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have delivered and given for all purposes on the delivery date if sent by electronic mail to the address provided to and by Broadcaster upon registration with Syndicast, or as properly updated.
30.6.4, Governing Law. This Agreement shall be governed and interpreted exclusively by English and Welsh Law. Parties understand that place of jurisdiction shall be Syndicast’s office (s) and all disputes will be submitted to and decided by the competent court in Preston, United Kingdom.
Syndicast LTD is registered in England and Welsh. Company reg. number 07288759. Address: Suite 1, 5th Floor, Marshall House, Ringway, Preston, PR1 2QD, United Kingdom.