1. Definitions

 

1.1 In these Conditions the following terms have the following meanings:

 

“Associated Companies” means in relation to a party, the holding party or any majority owned subsidiary of such party or holding company;

 

“Agreement” means these Conditions, the Order Form and the Streaming Documentation that is expressly incorporated by reference by Streaming on the Order Form;

 

“Charges” means the price for the Equipment, annual Services/Consultancy or any other applicable Charges annual or otherwise as specified out in the Order Form, price list, quotation or other Streaming Documentation;

 

“Commencement Date” means the date as contained in the Order Form;

 

“Consultancy” means the design and information technology development related consultancy services of Streaming;

 

“Customer” means the company and its Associated Companies or other legal entity accepting any Streaming Documentation, quotation, proposal or price list as detailed in the Order Form;

 

“Streaming Documentation” means the applicable, valid and current quotation, proposal,

 

“Streaming” means Streaming Limited of Devonshire House, Manor Way, Borehamwood, Herts, WD6 1QQ;

 

“Initial Term” means the period as indicated on the Order Form commencing when Streaming start any Service or Consultancy or Services for Customer;

 

“Order Form” means the Streaming Order Form incorporating these Conditions and/or the Customer’s purchase order which may be accepted by Streaming provided that these Conditions are automatically incorporated into such purchase order and subject always to clause 2.1;

 

“SOR” means the Statement of Requirements and is a living document that embodies and describes the daily operational activities for the provision of Consultancy/Services and/or the supply and installation of Equipment (if any) in combination with Services/Consultancy that shall be agreed with Streaming and Customer after the Commencement Date;

 

“Services” means the Streaming web development services Streaming shall deliver and are identified in detail in the relevant Service Description but excluding Third Party Contracted Services;

 

“Service Description” means the description of services and an example may include Web Design, Information Technology Consulting “ITC” and Business Consulting “BC”, training, support or any other services each as defined in the relevant Service Description.

 

2. Agreement

 

2.1 Notwithstanding a duly executed agreement to the contrary the parties contract on these Conditions which shall prevail over any inconsistent terms which Customer may seek to introduce on any purchase order or any other communication for the supply/purchase of Equipment, Software or Services. Such inconsistent terms shall have no effect on any supplies made by Streaming to the Customer.

 

2.2 Streaming shall supply and Customer shall pay the Charges for Equipment, Software, Consultancy and/or Services as set out in the Order Form and on the terms and conditions of this Agreement.

 

3. Consultancy and Services

 

3.1 Where Customer engages Streaming to provide: (a) Services: the Services shall be provided in accordance with the Service Description for the Charges set out the Order Form; and/or(b) Consultancy: Consultancy shall be provided in accordance with the SOR or work specification at the Charge rates or sum set out in the Order Form.

 

3.2 Where Services or Consultancy contain elements of project management Customer and Streaming shall prior the commencement of Services:(a) each nominate an authorised representative who will be the prime point of contact (“Project Manager”) for the provision of Services or Consultancy; and(b) agree the appropriate methods and frequency of monitoring the progress of Services or Consultancy and fulfilment of the Agreement; and(c) agree and define each respective parties obligations for the Services or Consultancy in the SOR.

 

3.3 Subject to Customer complying with its obligations of confidentiality and payment under this Agreement, Streaming hereby grants a non-exclusive licence in respect of its copyright in the Streaming Documentation, to the Customer to use, modify and adapt the same solely for its own internal business use with the intent that such licence shall take effect on any such copyright.

 

3.4 Streaming shall own and be fully entitled to use in any way it deems fit any intellectual property skills, techniques, materials, concepts or know-how acquired, developed or used in the course of performing Consultancy or Services and any improvements made or developed during the course of Consultancy or Services. Nothing herein shall be construed or give effect to any transfer of right, title or interest in Streaming’s intellectual property.

 

3.5 Streaming warrants and undertakes to the Customer that:(a) subject to clauses 4.2 and 5.3 the Consultancy or Services will be provided in a timely and professional manner and Streaming shall use its reasonable endeavours to provide the same in accordance with any time schedules agreed in writing between the parties; and (b) the Consultancy or Services will conform to the standards generally observed in the industry for similar services and will be provided with reasonable skill and care.

 

3.6 The Customer shall indemnify and keep indemnified Streaming in respect of any losses, costs, damages, claims and/or expenses incurred by Streaming due to any claims by a third party arising out of any malicious or negligent use, access of the Services or modification of the Customer’s computer systems accessed by Streaming and/or use of any materials supplied to Streaming by the Customer. The indemnity in this clause 3.6 shall survive the termination or expiry of this Agreement.

 

4. Customer Obligations

 

We realise just how important it is to securely store any information that you provide and that is one reason why Streaming Ltd maintains the highest level of security. Our site uses high level SSL encryption technology, which is the most advanced security software currently available for online transactions. You can therefore be totally assured that your payment and personal details are safe where online payment is enabled.

 

4.1 Customer agrees to perform in a timely and professional manner all Customer obligations set out in the Streaming Documentation that are required for the provision of Consultancy or Services including but not limited to: access to Customer premises or computer systems as is necessary; to afford Streaming reasonable working conditions and facilities: to promptly furnish the information requested of the Customer in the Streaming Documentation and ensure it employees or agents co-operate with Streaming.

 

4.2 If the provision of Consultancy or Service is delayed other than through the fault of Streaming Customer shall pay the Charges in respect of idle-time incurred for the delay including delay as a result of Customer’s agents or subcontractors. Any agreed time schedules shall be deferred to a reasonable period of time or no less than the period of the delay.

 

5. Charges and Payments

 

5.1 Unless agreed otherwise in writing all Charges shall be paid by Customer: (a) as invoiced by Streaming and are payable within 14 days of invoice in Sterling without deduction, set off or retention; and (b) on delivery/performance (in whole or in part) of Equipment, Software orConsultancy/Services; and (c) on a pro-rated basis for Services provided prior to the Initial Term during Consultancy; and (d) thereafter Service Charges annually by direct debit or similar standing order and each case in advance and prior to the commencement or continuation of Services.

 

5.2 Streaming shall be entitled at any time and from time to time (subject as mentioned below) to increase/decrease the annual Charges by giving to the Customer not less than 30 days’ prior written notice (effective on the next anniversary of the Commencement Date).

 

5.3 All Charges and prices stated are exclusive of value added tax, sales tax, gross tax withholding tax any other similar tax which may be applicable thereto and Streaming’s reasonable charges e.g. travel, hotel, subsistence, delivery & insurance, cancellation and bank charges and other charges which shall be paid by Customer at the prevailing rates.

 

5.4 Failure of Customer to pay the Charges or any other sum due under this Agreement shall entitle Streaming without prejudice to any other rights and remedies to (a) charge interest on a daily basis form the date due at the rate set out under the Late Commercial Payment of Commercial Debts (interest) Act 1998 in force from time to time; and/or (b) suspend Services or terminate this Agreement, having given Customer written notification of intention to do so and Customer has failed to remedy its payment default within 14 days from the date of such first notification of any overdue amount.

 

6. Term and Termination

 

6.1 Notwithstanding earlier termination under clause 6.2, this Agreement shall commence on the Commencement Date and continue: (a) Until the Consultancy is completed; and/or (b) In full force and effect for Services for the Initial Term (as set out in the Order Form) thereafter this Agreement shall continue for Services for successive 12 month periods unless a party gives written notice to terminate this Agreement to be received by the other party at least 60 days from the date of expiry and effective at the end of the Initial Term or any renewal thereof.

 

6.2 Either party may, by written notice terminate this Agreement immediately without prejudice to any other rights or remedies it may otherwise have if (a) the other party is guilty of any material breach, non-observance or non-performance of any of its obligations and does not remedy the same within 14 days of notice of such breach being given by the non-defaulting party; (b) the other party becomes insolvent or makes any special arrangement or any special assignment for the benefit of its creditors, or is the subject of a voluntary or involuntary filing under the bankruptcy laws of any jurisdiction; (c) the other party is adjudicated bankrupt; or (d) a receiver is appointed for the other party’s business. The effective date of termination shall be the date of receipt of such notice.

 

6.3 Any termination of the Agreement shall discharge Streaming from any liability for further performance and shall entitle Streaming to enter Customer’s premises and recover any Equipment and materials which are the property of Streaming and Customer shall immediately pay for any unpaid Charges, expenses and a reasonable sum for any work carried out by it prior to such termination.

 

7. Limitation of Liability

 

7.1 In no event shall streaming be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for: (a) any loss of profit; (b) loss of business; (c) loss of goodwill; (d) loss of contracts; (e) loss of revenues; (f) loss of anticipated savings; or (g) any increased costs or expenses; or (h) loss of, damage to or corruption of data; or (i) any special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with this Agreement even if the other has been advised of the possibility of such damages.

 

7.2 Subject to clause 7.3 and without prejudice to clauses 7.1 and 7.3 and the Customer’s obligations to pay any Charges hereunder, the Streaming’s maximum liability under this Agreement is limited in respect of each event or series of connected events, as follows: (a) to £2,000,000 in respect of direct physical damage to or loss of tangible property (b) to 125% of the Charges in respect of all other events but not exceeding £100,000 in any 12 month period from the Commencement Date.

 

7.3 Nothing in the Agreement excludes or limits the liability of either party for death or personal injury caused by its negligence to the extent that the same is prohibited by UK statute.

 

7.4 Streaming’s sole obligations and liabilities in respect of the provision of the Service or Consultancy are as stated in these Conditions and all other representations (innocent or negligent), conditions, warranties and terms express or implied whether by statute, law or otherwise are hereby excluded to the fullest extent permitted by law.

 

7.5 Whilst Streaming use commercially reasonable efforts to check for the most commonly available viruses, we are not in a position to confirm that the Software or any emails sent by Streaming and any updates or upgrades to it will be virus free and cannot accept any liability in this regard. We therefore recommend that you carry out your own virus checks, particularly before opening any software, emails, or installing the software in a non live environment for testing prior to full use.

 

8. Miscellaneous

 

8.1 Each party shall treat as confidential such information obtained from the other pursuant to this Agreement (including, where the Customer is the recipient, without limitation, the Software and the Streaming Documentation) and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party. Each party shall ensure that its employees are aware of and comply with the provisions of this clause.

 

8.2 Neither party shall assign the benefit of this Agreement in whole or in part without the prior written consent of the other.

 

8.3 Neither Party shall be responsible for any failure to perform these obligations for reasons beyond its reasonable control.

 

8.4 Save as expressly stated herein or the enforcement of any intellectual property rights the parties hereby expressly excludes the provisions of the Contracts (Rights of Third Parties) Act 1999.8.5 The UK shall be considered the principal place of performance of services or publication of material over the Internet or and this Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts.

 

8.6 No failure or delay of either Party in exercising any right, power, or privilege under these Conditions (and no course of dealing between the Parties) shall operate as a waiver thereof.

 

8.7 If any provision of these Conditions or any part of such provision is held invalid or unenforceable, the remainder of the provisions contained herein will not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law.

 

8.8 This Agreement is not intended to create a joint venture or partnership between the Parties and neither Party is authorised to act as the agent of the other.

 

8.9 This Agreement represents the entire agreement between the parties to exclusion of all other communications and supersedes all other Agreements relating to the subject matter herein.

 

Our Processes

 

Delivery

 

Upon receipt of payment, and following the completion of all relevant and necessary transaction checks, Streaming Ltd will notify you of the successful completion of your transaction. Following this notification e-mail to acknowledge successful completion of your transaction, the following delivery methods and timescales will apply:

 

Delivery within the UK: The applicable license key and customer account information (enabling product download) should be sent within 5 - 7 working days via e-mail to the e-mail address specified at the time of order.

 

Delivery to EU member states: The applicable license key and customer account information (enabling product download) will be sent within 5 - 7 working days via e-mail to the e-mail address specified at the time of order.The physical media (if supplied) including CD and product manual(s) will be sent within 5 - 15 working days to the postal address specified at the time of order.Goods will be sent via UPS, the charge will be in the order of £25.00 Sterling. However, Streaming Ltd reserve the right to change this if higher costs are incurred.Please note RealNetworks software no longer ships with physical media or manuals so will be delivered electronically only.

 

Special notes for delivery:

 

Streaming Ltd reserves the right not to ship product to an address that it deems to be insecure or incorrect for any reason. Items will only be shipped to billing addresses unless otherwise agreed.

 

Streaming Ltd reserves the right not to accept an order if for any reason they suspect the transaction to be of a fraudulent nature.At Streaming Ltd, security of your details and security of our site are extremely important and we therefore make stringent security checks of all information that is passed to and from our site. Occasionally this may result in a delay to your order being processed. Such delays are very rare and kept to an absolute minimum and you will be advised of any such action within a few hours of placing your order (providing your order is placed in UK office hours 0900 - 1700 GMT).

 

For orders outside of UK / Export Restrictions:

 

Streaming Ltd cannot estimate the additional customs, duties, international taxes, or brokerage fees you may incur for receiving a packaged product. These fees must be paid in order to receive the packaged product. You must provide the correct mailing address to receive these items. Streaming Ltd accepts no responsibility for product shipments that are lost or returned as undeliverable.There are no known export restrictions on the software sold by Streaming Ltd to the countries serviced by this web site i.e. any EU member state.Customers in EU member states should not be charged UK VAT provided they can supply a valid EU VAT registration number.

 

Purchasing

 

First Time Customers:

 

We have many products available from the RealNetworks range. To place an order you will just need to select your desired items on a quote issued by us and follow the instructions on the quote. We hope this a simple, straight forward and easy to use process.We appreciate that security of your details is a key consideration that is why we employ the highest level of security, including SSL encryption where applicable.

 

Currency:

 

All orders are processed in pounds sterling. For those ordering from a EU member state this will then be converted into Euros at the rate applied by their card provider.BACS payments from EU customers must be carried out in Pounds Sterling.

 

Placing an Order:

 

Simply raise a PO against a quote reference supplied by one of our members of staff. An invoice will be issued to you against this. Credit and payment terms are subject to approval.

 

Cheque payments:

 

Post a cheque made payable to Streaming Ltd for the full amount including VAT to the following address:

Accounts Dept, Streaming Ltd, Devonshire House, Manor Way, Borehamwood, Herts, WD6 1QQ

 

This MUST be accompanied by a note printed on letter headed paper featuring the information below:- Product ordered- Full Delivery address- Telephone Number- E-mail address for administration and technical purposes.

 

NB. Cheque payments are only permitted by companies or individuals holding UK bank accounts. Streaming Ltd will not accept cheques issued by any foreign bank or institution.Please note that your order will not be sent until your payment has been received and your cheque has cleared into our bank account

 

BACS Payments:

 

Streaming Ltd can accept BACS as a method of payment and our BACS details can be supplied upon request - email accounts@streaming.co.ukBACS payments from EU customers must be carried out in Pounds Sterling.

 

Getting a VAT receipt:

 

After placing your order you may need to obtain a receipt. One will automatically be sent to you automatically, however if you require another copy, please do not hesitate to email accounts@streaming.co.uk with "VAT receipt" followed by your unique order number as email subject.What happens after I place my order:We'll then take your order and provide email confirmation of the details you've provided. Furthermore we are committed to ensuring that you are kept aware of how your order is progressing so you'll get a further email when the license keys are sent.If any item you have ordered is not currently in stock then we will send you an email confirming receipt of your order and that we are currently awaiting delivery of the item in question.Delivery timescales are included in the delivery section.

 

Product Descriptions:

 

All information on our products is contained on the products pages. We have tried to include comprehensive and relevant information on each product without compromising on usability.If you have any further information on any of the products for sale on our site please do not hesitate to contact us at enquiries@streaming.co.uk or call 08456 470 570 within UK office hours 0900 -1730 GMT.

 

Site Security:

 

We realise just how important it is to securely store any information that you provide and that is one reason why Streaming Ltd maintains the highest level of security. Our site uses high level SSL encryption technology, which is the most advanced security software currently available for online transactions. You can therefore be totally assured that your payment and personal details are safe where online payment is enabled.

 

 

 

Refunds are only possible on orders 30 days from date of your order.Unwanted software cannot be returned to Streaming Ltd for a refund unless it is unopened and in its original packaging.We have to follow this policy strictly as the return of opened software could lead to a possible breach of the Copyright, Designs and Patent Act (CDPA) 1988.If you've bought software and the media is physically faulty, then normally this is swapped directly with the manufacturer or publisher. Please use the contact information within your user manual to arrange this.Note that opened software is exempt from return under the terms of the Distance Selling Regulations (SI2334/2000).Should the fault be due to physical damage which appears to have happened during transit, return the product to Streaming Ltd and we will issue you with new software provided the software is unopened and still in its original packaging. Streaming Ltd reserve the right not to accept returns if it is felt that a possible breach of Copyright, Designs and Patent Act (CDPA) 1988 has occurred.

 

Customer Service: All customer service enquiries should be directed to enquiries@streaming.co.uk. Alternatively you may call Customer Services on 08456 470 570 in UK office hours 0900 - 1700 GMT.