Terms

Your usage of this site constitutes acceptance of these terms

Introduction

Digital Control Room Limited is a UK registered company, registration number 7634516, registered office being Apex Plaza, Forbury Road, Reading, RG1 1AX. Customer use of the site (and any Services supplied directly by it) is subject to the terms of this Agreement ("Agreement"). It is a document setting forth the rights and obligations between the Customer and Digital Control Room. Customer is not eligible to receive the Services until the Customer has accepted this Agreement. Please read this Agreement carefully.

1. Interpretation

In these Conditions unless the context otherwise permits:

1.1. "Authorised Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.
1.2. "Customer" means the person, firm, company, entity or organisation with whom Digital Control Room contracts for the sale of Products and/or supply of Services.
1.3. "the Conditions/ these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as in force at the date of the Contract and which at that date appear on the Digital Control Room web site at : www.digitalcontrolroom.com or which are available on request at Digital Control Room' registered office being [address to be inserted here].
1.4. "the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by Digital Control Room to a Customer.
1.5. "Electronic Means" means any electronic means including without limit on the Web, by EDI or XML.
1.6. "Service(s)" means (collectively) all services, programs, information and products that the Customer uses or otherwise accesses from time to time provided by Digital Control Room through its site.
1.7. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.8. The Conditions shall apply to Services supplied or consumed within the UK mainland. Digital Control Room reserves the right to apply supplemental or other terms for Services to be supplied by Digital Control Room or used by the Customer outside the UK mainland.

2. Basis of the Sale

2.1. All Contracts between Digital Control Room and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3) to the exclusion of any other terms and conditions not accepted in writing by an Authorised Representative of Digital Control Room, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer Digital Control Room' automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter and signed by an Authorised Representative of Digital Control Room. It is the Customer's responsibility to be aware of the Conditions as current from time to time but Digital Control Room will use best efforts to notify the Customer of any material changes to the Conditions before they become applicable. The Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to Digital Control Room or (2) Customer accepting Products or Services from Digital Control Room, whichever occurs first.
2.2. No employee or agent of Digital Control Room other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an "authorised representation") and accordingly the Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and the Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).

3. Customer Identification

3.1. In placing an order including by Electronic Means the Customer may utilise one or a combination of account names, account numbers and other forms of identification, including password or other code issued to the Customer (together and individually "Customer's Identification" or "Customer Identification").
3.2. It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform Digital Control Room in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that the Customer is entirely responsible for use of the Customer's Identification and that it is the Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.
3.3. Customer agrees that Digital Control Room is entitled to rely absolutely on any orders placed on Digital Control Room that have utilised Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders.
3.4. Customer agrees that any order placed on Digital Control Room.com including by Electronic Means mentioning or utilising Customer's Identification is a valid and binding purchase order and shall be deemed to be a duly authorised act of the Customer.
3.5. Customer acknowledges that Digital Control Room cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to Digital Control Room using correct Customer Identification, and that Digital Control Room is nonetheless entitled to rely on data transmitted in the form it is received at Digital Control Room.com.
3.6. When the Customer obtained a User ID from Digital Control Room, it was represented to Digital Control Room that it was obtained by a legitimate employee or representative of the Customer that deals with Digital Control Room. Customer represents and warrants that the information it provided to Digital Control Room in obtaining the Customer Identification is accurate and complete. Customer also agrees to notify Digital Control Room immediately at any time that information ceases to be accurate and complete.

4. Proprietary Rights of Digital Control Room

4.1. Customer acknowledges and agrees that Digital Control Room exclusively owns or has been licensed by third parties to use all rights, title and interest in the Service and the information, data, databases, images, sound recordings, audio and visual clips and other content provided by Digital Control Room through the Service (individually and collectively, the "content"). Nothing contained in this Agreement conveys to the Customer any right, title or interest in or to the Service or any content. Customer shall not remove or modify any copyright or other notice placed on content. Internal distribution of content should be limited to those within Customer organisation who are aware of the obligations imposed by this Agreement. Customer shall use the Service and content solely for customers own internal use, and not for the benefit of any third party. In no event shall the Customer display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of content outside of the Customer's business organisation by any means or medium now or hereafter created). Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights and shall adhere to any guidelines and restrictions provided by Digital Control Room with respect to such rights. Digital Control Room shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against the Customer or damages and costs incurred by the Customer arising from the infringement of a third party's intellectual property rights, except to the extent Digital Control Room' supplier is offering such defence or indemnification to Digital Control Room on a pass through basis. Upon threat of claim or claim of infringement, Digital Control Room may, at its option:
4.2. Procure the right to continue using any part of the Service,
4.3. Replace the infringing Service with a non-infringing Service of similar specification, or
4.4. Refund to the Customer the price paid in advance by the Customer for the infringing Service. Notwithstanding any other terms or conditions to the contrary Digital Control Room' liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's payment for the infringing Service.

5. Important Disclaimers regarding content and Use Restrictions

5.1. Global Use - Digital Control Room makes no representations that content is appropriate for use in all locations, or that transactions, products, instruments or Services discussed are available or appropriate for sale or use in all jurisdictions, or by all investors or counterparties.
5.2. Linked Sites - Certain links are provided which may lead to web sites maintained by third parties over whom Digital Control Room has no control, including sites maintained by Digital Control Room affiliates. To the extent permitted, Digital Control Room takes no responsibility for the accuracy, content or any aspect of that material and disclaim any liability to Customer for such material or for any consequence of customer decision to use the links provided or customer use of such material. Digital Control Room also disclaims all liability and makes no representations or warranties for any products or Services sold or provided to the Customer by any third party, including Digital Control Room affiliates. Customer purchase of products or Services through one of those other sites is subject to agreements and/or the terms and conditions in effect between the Customer and the providers of products and Services at those other sites. Customer agrees that the Customer shall not bring a suit or claim against Digital Control Room arising from or based on Customer purchase or use of products or Services through those other sites.
5.3. Delayed Information - Customer acknowledges that some content available through the Service that appears to be in 'real time' may in fact be delayed information.
5.4. No Warranty - The results of the audit are provided 'at a point in time' and as such it is not possible to go back to that point in time. Therefore, the customer acknowledges that the content provided through the Service is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, the content provided represents the views and opinions solely of the author or the indicated source. Digital Control Room does not independently verify the accuracy or completeness of the content, nor does Digital Control Room endorse any particular content or views expressed therein. Digital Control Room takes no responsibility for the accuracy, content or any aspect of the content and disclaim any liability to the Customer for the content or for any consequence of the Customer decision to use the content. Customer agrees that the Customer shall independently confirm any information presented to the Customer through the Service before relying on such information. Digital Control Room and its employees, contractors, agents and various contributors to the Service have no duty to correct or update any inaccurate or out of date content.
5.5. Downloaded content - It is up to the Customer to take precautions to ensure that information and content the Customer download or otherwise selects for customer use is free of viruses and other destructive items.
5.6. Changes - Digital Control Room may make changes to the Service and content. Digital Control Room reserves the right to do so without prior notice to the Customer. In the event of any material change to the Service and/or content the Customer has the right to terminate without penalty during the first thirty days.

6. Limitation of Liability

6.1. Digital Control Room shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by Digital Control Room, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of Digital Control Room its employees or agents or otherwise).
6.2. Digital Control Room' liability for direct loss or damage arising from damage to tangible property for which Digital Control Room is liable shall be limited to the VAT exclusive price of the relevant Service in connection with which any claim for damage or loss is made.
6.3. Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of Digital Control Room, its partners, employees, agents, contractors or other suppliers shall be limited in accordance with this Agreement to the extent permitted by law.
6.4. Nothing in these Conditions shall in any way exclude or limit any liability Digital Control Room may have for death or personal injury caused by its negligence.
6.5. If provision of the service, and / or its availability or such that the service is impeded by the lack of availability of the clients website, Digital Control Room do no accept and are not liable for delivery of the service until the clients website is fully available.
6.6. Digital Control Room does not represent, warrant or guarantee that the Service or content will be free from errors or will be available at all times. Customer understands that Digital Control Room accepts no responsibility for security of information on the Internet.
6.7. Digital Control Room shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of Digital Control Room' obligations in relation to the Services if the delay or failure was due to any cause beyond Digital Control Room' reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Digital Control Room' reasonable control:
6.7.1. Act of God, explosion, flood, tempest, fire or accident;
6.7.2. Act of terrorism, war or threat of war, sabotage, insurrection, civil disturbance or requisition;
6.7.3. Acts restrictions regulations byelaws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;
6.7.4. Import or export regulations or embargoes;
6.7.5. Strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Digital Control Room or a third party);
6.7.6. Difficulties of Digital Control Room' supplier in obtaining raw materials labour fuel parts or machinery.

7. General

7.1. This Agreement does not confer any rights, remedies or benefits upon any person other than the Customer and Digital Control Room. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by Digital Control Room and the Customer and such amendment shall refer to this Agreement. Customer may not assign this Agreement without the prior written consent of Digital Control Room. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors, assigns and termination shall not prejudice the accrued or continuing rights and liabilities of either party. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
7.2. Customer represents and warrants to Digital Control Room that the information the Customer provided to Digital Control Room in the registration process and in other areas of the Service is true, accurate and complete. Upon request by Digital Control Room, the Customer hereby agrees to defend, indemnify and hold harmless Digital Control Room, its officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including legal fees that arise from a breach of this Agreement for which the Customer is responsible, or from the use of the Service or content. Digital Control Room reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification arising out of or caused in whole or in part by the Customer or Digital Control Room or any such persons' use of or reliance on the Service or its content by the Customer.
7.3. Notwithstanding any other terms of these Conditions it is agreed that the provision or display of pricing and other Information by Digital Control Room to the Customer does not amount to an offer by Digital Control Room to provide Services at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Services shall be the offer.
7.4. In the case of orders placed by Electronic Means only, notwithstanding any acceptance by Digital Control Room of any offer for any Service, if there has been a material or obvious pricing error by Digital Control Room, Digital Control Room shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price) of the Service at the date of order or, if the Customer shall prefer, terminate the relevant Service and credit the Customer for any related charges invoiced by Digital Control Room.
7.5. Customer is not allowed for any purpose whatsoever to use Digital Control Room' logos and trademarks without Digital Control Room' prior written approval from an Authorised Representative.
7.6. Customer agrees that Digital Control Room may use Customer data, including any personal data, for the purpose of marketing and sales, and the Customer agrees to Digital Control Room' collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer's consent. Customer agrees to receive information and promotions and other communications from Digital Control Room by email and other communication tools.
7.7. No waiver by Digital Control Room of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.8. Customer agrees that Customer shall comply with applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which Customer is accessing and using the Service and content.
7.9. If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby. The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.