T&C - Definitions

In these Conditions, expressions defined in the Order Form and used in these Conditions have the meaning set out in the Order Form. The rules of interpretation set out in the Order Form apply to these Conditions and the Agreement generally. In this Agreement the following expressions have the meaning set opposite.

Adstream Materials means any input materials provided by Adstream in providing the Services and Platform including, but not limited to, any Adstream Confidential Information, Intellectual Property, data and other documentation.

Adstream Site means www.adstream.com{/s}

Agreed Purpose To arrange for and process log in details for the Platform so that Users can enter the Platform and make use of the Services.

Asset Any and all digital files of the Customer which are uploaded and stored on the Platform including copies of production master files.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures as set out in the Data Protection Legislation in force at the time.

Customer The client set out in the Order Form or where there is no Order Form the details submitted on our website.

Customer Data The data and Assets inputted by the Customer, Users, or Adstream on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Platform.

Charges The amount payable to Adstream in consideration for use of the Platform and Services as set out in the Order Form to be increased from time to time in accordance with clause 4.

Confidential Information Such information as either party may from time to time provide to the other party (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to the Agreement and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by either party to the other whether in existence prior to the parties entering into the Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever.

Data Discloser a Party that that discloses Shared Personal Data to the other Party.

Data Protection Legislation Applicable data protection legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

End User Agreement The contract between Adstream and the Customer’s employees, agents and independent contractors authorised to use the Platform setting out (among other things) the terms on which the Platform must be used.

Force Majeure Event Means any event that is outside of Adstream’s control, including but not limited to:

• any act of government, war;
• any non-performance of a subcontractor or third party;
• failure of or disruption to Amazon Web Services;
• the failure of a sub-contractor or sub-processor;
• industrial dispute, strikes (of its own or other employees);
• breakdown of machinery or equipment,
• accident, fire; or
• by any other cause beyond the parties’ control.

Intellectual Property Rights all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.

Licence has the meaning given to it in clause 8.2.

Media Owner the broadcaster, print publisher or online publisher who owns the end media destination to which the material is intended to be broadcast, inserted or placed.

Normal Business Hours are 8am till 6pm, and “National Public Holidays” are the officially marked public holidays in the country and time zone of the Adstream’s regional hub supporting the service and/or the local Adstream office, where notified to the Customer by Adstream as a supporting local office.

Order Form The form setting out the commercial terms which are governed by these terms and conditions which sets out the type of service offering to be provided by Adstream including a description of any associated technologies used, such as the Platform.

Permitted Recipient the parties to this Agreement, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement.

Platform has the meaning given to it in the Order Form.

Purpose has the meaning given to it in the Order Form.

Scheduled Maintenance planned maintenance and upgrades.

Services the use of the Platform and any further meaning given to it in the Order Form.

Service Levels where applicable, the Service Levels set out in the corresponding Order Form.

Shared Personal Data the personal data to be shared between the parties under clause 13.1 of this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

• Email addresses
• Names; and
• Username and further log in details

Term has the meaning given to it in clause 9.

Users those employees, agents and independent contractors of the Customer who are authorised by the Customer and Adstream to use the Services and the Platform, as further described in clause 3.

Working Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.