Terms & conditions
1. About us
1.1 Company details. British Film Designers Guild Limited (company number 01680561) (we and us) is a company limited by guarantee registered in England and Wales and our registered office is at Verna House, 9 Bicester Road, Aylesbury, Buckinghamshire, HP19 9AG.
2. Definitions:
The definitions and rules of interpretation in this clause apply.
2.1 Inappropriate Content: Any Material (or part of any Material) that infringes any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights).
2.2 Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2.2 Material: the drawings, film or video extracts, photographs or other material showcasing your work and which you upload to the Portal.
2.3 Portal: the online portal made available by us from time to time and which is available for members to use to upload Material to our web site.
2.4 Services: the provision of the on-line Portal by which you may upload Material to our website for the purpose of showcasing your work.
2.5 You: the member of the Guild who uploads Material to the Portal.
3. Our contract with you
3.1 Our contract. These terms and conditions (Terms) apply to the supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.3 Contract: by uploading Material to the Portal you area accepting these terms and conditions.
4. Services
4.1 We do not guarantee that the Portal or our web site will be available for use at any time. Further the use of the Portal is subject to the availability and accessibility of the World Wide Web.
4.2 We do not guarantee that the format which you upload to the Portal will be capable of being viewed on the world wide web either as envisaged by you or at all.
4.3 We reserve the right to remove Material that contains Inappropriate Content with no notice to you or to anyone else.
4.4 We reserve the right to prevent you from uploading Material at any time, without cause and without notice.
4.5 You acknowledge that we have no control over any content placed on the Portal by you or by any other person and we do not purport to monitor the content of the Portal.
5. Your obligations
5.1 By uploading Material to the Portal you warrant to us that you have prior written permission to do so from the holder of the Intellectual Property Rights in the Material.
5.2 You warrant that the Material that you upload to the Portal is on general release.
5.3 You warrant that the Material that you upload to the Portal is free from any virus, malicious software, Trojan horse or any other deleterious material or software.
5.4 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Material (or any part of the Material) infringes the Intellectual Property Rights of a third party.
5.5 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Portal constitutes Inappropriate Content.
5.6 You shall indemnify us against all damages, losses and expenses arising as a result of any virus, malicious software, Trojan horse or any other deleterious material or software which you upload to the Portal.
5.7 It is your responsibility to ensure that:
(a) you co-operate with us in all matters relating to the Services;
(b) you obtain and maintain all necessary licences, permissions and consents which may be required before the date on which you upload Material to the Portal;
(c) you comply with all applicable laws.
6. Intellectual property rights
6.1 All intellectual property rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) will be owned by us.
7. Limitation of liability
7.1 Subject to clause 7.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
7.2 Our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £1.00.
7.3 This clause 7 will survive termination of the Contract.
8. Termination
8.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you:
(a) if you commit a material breach of any term of the Contract;
(b) if you cease to be a member of the Company;
(c) if you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) if you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(e) if your financial position deteriorates to such an extent that in our opinion your capability to remain a member of the Company has been placed in jeopardy; or
(f) for no cause.
8.2 Termination of the Contract will not affect our rights and remedies that have accrued as at termination.
9. Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, the Services that is caused by any act or event beyond our reasonable control.
10. General
10.1 Variation. We reserve the right to change or to alter these terms and conditions at any time and without any notice. You should therefore check these terms and conditions regularly.
10.2 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
10.3 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
10.4 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.