OUR TERMS

1. THESE TERMS

1.1 What these terms cover. These are the terms and conditions on which you subscribe to our digital content service and on which we supply any other goods and services to you.

1.2 Why you should read them. Please read these terms carefully before you submit your order to us or sign the Form of Agreement. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the Contract, what to do if there is a problem and other important information.

1.3 In these terms, the following terms shall have the following meanings:

Agreed Terms: the terms contained in the Form of Agreement or your order submitted via the Website;

Content: the video content available to subscribed members at www.ideagetactive.com;

Contract: the Subscription Contract and any other contract between you and us for the supply of Products in accordance with these terms; Effective Date: as set out in the Agreed Terms;

Form of Agreement: the form of agreement used where you do not form the Contract with us via the Website;

Goods: the goods (if any) set out in the Agreed Terms;

Initial Term: the initial term of your subscription referred to in the Agreed Terms;

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;

Products: Content, Services and Goods;

Purpose: playing the Content to individuals physically present at the Site;

Renewal Term: as defined in clause 8.1 or 8.2 (as applicable);

Services: the services (if any) set out in the Agreed Terms;

Site: the site(s) referred to in the Agreed Terms;

Site Subscription: the supply of Content to an individual Site in accordance with these terms;

Subscription Contract: the contract between you and us for the supply of Content in accordance with these terms;

Subscription Term: the Initial Subscription Term as defined in clause 8.1 or 8.2 (as applicable) together with any subsequent Renewal Terms;

Website: our website at www.ideagetactive.com;

2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 Who we are. We are The Idea Creative Ltd a company registered in England and Wales (“we”, “us”, “our”; you and we are both “parties”). Our company registration number is 09685660 and our registered office is at 84 Manor Road, Lancing, West Sussex BN15 0HD. Our registered VAT number is [NUMBER].

2.2 How to contact us. You can contact us by telephoning our customer service team at 01273 324418 or by writing to us at info@ideagetactive.com or 11 Jew Street Brighton BN1 1UT

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in the Agreed Terms.

2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. OUR CONTRACT WITH YOU

3.1 When is the Contract formed?

(a) Where you place an order online, our acceptance of your order will take place when we email you to accept it, at which point the Contract will come into existence between you and us.

(b) Where you place an order with us otherwise than online, a Contract will come into existence between you and us when the Form of Agreement is signed by both parties and dated.

3.2 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

3.3 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.

4. CONTENT SUBSCRIPTION

4.1 We grant you a non-transferable, non-exclusive licence to use the Content during the Subscription Term for the Purpose. Access to the Content is provided by the Website unless the Agreed Terms specify otherwise.

4.2 The licence we grant you is strictly limited to, and you shall use the Content solely for, the Purpose.

4.3 You shall not grant sub-licences, in whole or in part, of any of the rights granted under these terms, or sub-contract any aspects of exploitation of the rights licensed to it, without our prior written consent.

4.4 We may require you to cease all use of any of the Content if we reasonably believe that your use of this Content infringes the Intellectual Property Rights of any third party, or breaches any applicable law or regulation. In this instance, we may, at our option either:

(a) provide you with alternative Content so as to avoid the infringement; or

(b) terminate your subscription and the Subscription Term immediately on written notice.

4.5 We retain ownership of all Intellectual Property Rights in the Content.

4.6 We may update Content or (where you do not access the Content via the Website) require you to update Content which may include the removal or editorial revisions to Content.

5. YOUR OBLIGATIONS AND RIGHTS

5.1 You may not change, amend or develop the Content in any way without our prior written consent.

5.2 You shall comply with all applicable laws in performing your obligations and exercising your rights under these terms.

5.3 You shall obtain, at your own costs, all clearances, consents and provisions (including from any relevant authorities, collection societies and other relevant third parties) that are required in connection with your use and exploitation of the Content, and shall pay any applicable fees and royalties to any relevant collection societies in accordance with their rules.

5.4 You are fully responsible for the safe operation of your facility (including but not limited to child safety), the use of the Content and your provision of services to those attending the Site. In particular you warrant and undertake that you will comply with all health and safety laws in using the Content as part of your day to day activities and, in particular, you will conduct a full risk assessment of each Site and a full assessment of each video forming part of the Content to check its suitability for use at the Site. You also warrant that you will ensure that all employees and contractors working at the Site have appropriate DBS checks.

5.5 You shall not infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Content.

5.6 You undertake that you will not allow or suffer any Site Subscription to be used by more than one site;

5.7 You shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent expressly permitted under these terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Content in any form or media or by any means;

(b) access all or any part of the Content in order to build a product or service which competes with the content subscription services we provide;

(c) use the Content to provide services to third parties other than individuals physically present; or

(d) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Content available to any third party except individuals physically present.

5.8 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of the Content and, in the event of any such unauthorised access or use, promptly notify us.

5.9 The rights provided under these terms are granted to you only, and shall not be considered granted to any of your subsidiaries or holding companies.

6. THE WEBSITE

6.1 You are responsible for providing your own access to the Website (e.g. computer, screens, internet access etc).

6.2 The Content is made available via the Website on an "as is" and "as available" basis. In particular, we make no representations or warranties that the Website and Content streaming will be uninterrupted or error free.

6.3 We shall not be responsible for any delays, delivery failure or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and you acknowledge that access to the Content may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7. GOODS

7.1 Goods may vary slightly from their pictures. The images of the Goods on our Website or in our brochure are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Goods. Your Goods may vary slightly from those images.

7.2 Goods packaging may vary. The packaging of the Goods may vary from that shown on images on our Website.

7.3 We warrant that the Goods shall be of satisfactory quality.

8. PROVIDING THE PRODUCTS

8.1 We will supply the Content to you until the Subscription Term terminates in accordance with clause 10.

8.2 During the order process we will let you know when we will provide the Goods and Services (if any).

8.3 We warrant that the Services will be provided using reasonable care and skill.

8.4 We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of a delay of more than 60 days you may contact us in writing to end the Contract and receive a refund for any Products you have paid for but not received.

8.5 When you become responsible for the Goods. Goods will be your responsibility from the time we deliver the Goods to the address you gave us or you or a carrier organised by you collect it from us.

8.6 When you own Goods. You own the Goods once we have received payment in full.

8.7 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Services to you. If so, we will have notified you before we enter into the Contract. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

8.8 Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Product to:

(a) deal with technical problems or make minor technical changes;

(b) update the Product to reflect changes in relevant laws and regulatory requirements;

(c) make changes to the Product as requested by you or notified by us to you.

8.9 We may also suspend supply of the Products if you do not pay. If you do not pay us for the Products when you are supposed to (see clause 9.3) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. As well as suspending the products we can also charge you interest on your overdue payments (see clause 9.4).

8.10 We may also suspend supply of Content if we reasonably believe you are in breach of any of clauses 4.1 to 4.3 (inclusive) or clause 5.

9. PRICE AND PAYMENT

9.1 Product prices. The price of the Products will be the price set out in the Agreed Terms.

9.2 You acknowledge that the price of the Content is dependent upon the type of customer that you are. “Home” customers are individuals using the Content for the use of their family only; “Education” customers are either schools, colleges or not for profit community groups. “Commercial” customers are entities which are not Home or Education customers. You represent to us that you fall within the definition of the customer type referred to in the Agreed Terms and in the event that this is incorrect, we shall be entitled to adjust the price and retrospectively issue invoices in order to recover any additional price that should have been paid.

9.3 VAT. All prices are exclusive of value added tax which shall be added to our invoices at the appropriate rate.

9.4 When you must pay and how you must pay. We accept payment for Goods and the first subscription free payable in respect of annual Content subscriptions via Pay Pal. Additionally, annual Content subscriptions and Services may be paid by BACs or cheque and monthly Content subscriptions may be paid by standing order. When you must pay depends on what Product you are buying and in each case is subject to us issuing you with an invoice:

(a) For Goods, you must pay for the Products before we dispatch them.

(b) For Content, you must pay the price payable in respect of the Initial Term on or before the Effective Date and no later than the date on which a Renewal Term commences in respect of the Renewal Term.

(c) For Services, you must pay for the Products in accordance with the Agreed Terms.

9.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

9.6 We shall be entitled to increase the fees payable in respect of Content at the start of each Renewal Term as long as we give you 90 days notice in writing and the Agreed Terms shall be deemed to have been amended accordingly.

10. TERM AND TERMINATION

10.1 Where the Agreed Terms state that the Content is provided on a monthly subscription basis:

(a) the Subscription Contract shall commence on the Effective Date and unless terminated earlier in accordance with these terms shall continue for a period of one month (Initial Term) and shall automatically extend for a period of one month (Renewal Term) from the end of the Initial Subscription Term and at the end of each Renewal Term. Either party may give written notice to the other party not later than 30 days before the end of the relevant Renewal Term to terminate the Subscription Contract at the end of the relevant Renewal Term, as the case may be;

(b) you may terminate the Subscription Contract (and claim a full refund) at any time within 5 days of the Effective Date by giving us notice in writing.

10.2 Where the Agreed Terms states that the Content is provided on an annual subscription basis:

(a) the Subscription Contract shall commence on the Effective Date and, unless terminated earlier in accordance with these terms, shall continue for a period of one year (Initial Term) and shall automatically extend for periods of one year (Renewal Term) from the end of the Initial Term and at the end of each Renewal Term. Either party may give written notice of the other party not later than 15 days before the end of the Initial Term or the relevant Renewal Term to terminate the Subscription Contract at the end of the Initial Term or the relevant Renewal Term, as the case may be. We will contact you 30 days prior to an annual subscription renewal;

(b) you may terminate the Subscription Contract (and claim a full refund) at any time within 30 days of the Effective Date by giving us notice in writing.

Please note that after the cancellation period set out in clauses 10.1(b) and 10.2(b) ends, all purchases are final and all fees paid are non-refundable, even if we later terminate the Subscription Contract in accordance with these terms.

10.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over that party;

(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.3(c) to clause 10.3(j) (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

10.4 We may terminate the Contract with immediate effect by giving 7 days written notice to you.

10.5 If the Subscription Contract terminates, the Contract shall also terminate immediately.

10.6 On termination of the Contract for any reason:

(a) all licences granted under these terms shall immediately terminate;

(b) you shall return and make no further use of the Content;

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination shall not be affected or prejudiced.

11. LIABILITY

11.1 Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Contract or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.

11.2 Nothing in these terms shall operate to exclude or limit our liability for:

(a) death or personal injury caused by our negligence;

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(c) fraud; or

(d) any other liability which cannot be excluded or limited under applicable law.

11.3 We shall have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(a) loss of use;

(b) loss of profits;

(c) loss of anticipated savings;

(d) loss of business opportunity;

(e) loss of contracts;

(f) loss of goodwill; or

(g) loss arising from damages, corrupted or lost data.

11.4 Subject to clause 11.2, our liability, whether in contract, tort (including negligence), or otherwise and whether in connection with the Contract, shall not exceed the total price paid by you during the 12 months immediately preceding the date on which the claim arose.

12. HOW WE MAY USE YOUR PERSONAL INFORMATION

12.1 How we will use personal information. We will use the personal information you provide to us:

(a) to supply the Products to you;

(b) to process your payment for the Products; and

(c) if you agreed to this during the order process, to inform you about similar Products that we provide, but you may stop receiving these at any time by contacting us.

12.2 We will only give your personal information to third parties where the law either requires or allows us to do so.

13. CONFIDENTIALITY

13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 13.2.

13.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

14. HOW WE MAY CONTACT YOU

14.1 Notices:

(a) Any notice given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail. We may send notices to you at the address or email address you provide in the Agreed Terms. You may send notices to us at the address referred to in clause 2.1 above

(b) A notice shall be deemed to have been received: if delivered personally, when left at the address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting or if sent by e-mail, one business day after transmission.

(c) 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 e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15. OTHER IMPORTANT TERMS

15.1 We may transfer the Contract to someone else. We may transfer our rights and obligations under these terms to another organisation.

15.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

15.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

15.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

15.6 Amendment or variation by agreement. Other than our right to amend the Content, no one may amend or vary the Contract unless such amendment or variation is in writing and signed by each party.

15.7 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.