Terms & Conditions
Clearcast will provide you with up to date information on the functionality of the Site via its help and info pages, including advice and assistance on any upgrades or changes to its functionality; and use reasonable endeavours to comply with any statute, regulation or other ordinance as and when they come into force.
You agree that you will only use the Site in accordance with these Terms and Conditions and shall ensure compliance with applicable laws and regulations.
You represent, warrant and undertake that you will not cause or permit anything to be done that may infringe, damage or endanger any intellectual property rights of Clearcast or any third party
Exclusion of Warranty
We try to make sure the information contained on this Site is as accurate as possible. However we give no warranty of any kind regarding the Site and/or any materials provided on the Site. Clearcast does not warrant the accuracy, completeness, currency, or reliability of any of the content or data found on this Site and to the extent permitted by Clearcast expressly disclaims all warranties and conditions, including implied warranties and conditions or merchantability, fitness for a particular purpose and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. Clearcast assumes no responsibility and shall not be liable for any damage to, or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsing in the Site. In no event shall Clearcast be liable for any injury, loss, claim, damage, or any exemplary, punitive, indirect, incidental or consequential damages of any kind (including but not limited to lost profits or lost savings) whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with:
- any use of this Site or content found herein
- any failure or delay (including, but not limited to) the use of or inability to use any component of the Site
- the performance or non-performance by www.clearcast.co.uk even if such party has been advised of the possibility of damages to such parties or any other party
- the provision of or failure to provide services
- any information, software, products, services and related graphics obtained through the Site.
Clearcast liability shall not be limited in the case of death or personal injury directly caused by Clearcast negligent act or omission.
Any dealings you have with third parties via the Site are your responsibility. Should a dispute arise between yourself and any third party due to use of the Site we will do our best assist its resolution but will not be responsible for any loss or damage may suffered as a result.
Affiliates/links to other Sites
We may provide links to other Sites, resources, advertisements or sponsorships either directly or through the contractual partners. Clearcast accepts no responsibility for these links and does not endorse their contents. If you decide to access other web sites, you do so at your own risk whatsoever. You shall indemnify and keep Clearcast indemnified against all actions, claims, losses, costs (including all legal costs actually incurred or otherwise), damages and expenses that are suffered or incurred by Clearcast and any affiliated or associated company or entity whether or not reasonable or otherwise foreseeable or avoidable which arise directly or indirectly from any breach or alleged breach by you of any of these Terms and Conditions.
Copyright & Trademark
The Site and each of its modules, including but not limited to text, graphics, logos, button icons, images, audio clips and software, is the property of Clearcast. None of the data or content found on the Site may be reproduced, republished, distributed, posted, sold, transferred, linked to or modified without the express written permission of Clearcast. In addition, the trademarks, logos and service marks displayed on this Site (“the Trade Marks”) are registered and nothing contained in this Site should be construed as granting by implication, estoppels, or otherwise, any license or right to use any of the Trade Marks without Clearcast’s permission (apart from press releases). All other intellectual property rights (including any patent, copyright, database rights, registered design, trade mark, trade name, know-how or industrial or intellectual property right subsisting anywhere in the world and any applications to protect any of the above) and goodwill in and relating to the Site (including all components developed and produced for the Site including the up-dates, format, art direction, look and feel and content) (the “Intellectual Property Rights”) shall be owned by and vest absolutely in Clearcast.
Should a company affiliated with us (i.e. a registered user of our system) wish to demonstrate their relationship with Clearcast, by displaying our company logo on their site, this must be done via a formal request made to communications@Clearcast.co.uk and decisions will be made on an individual basis. The placement, positioning and usage of the logo must be pre-approved by Clearcast and if, at any time, we decide we are no longer comfortable with the usage of the logo, we may ask the logo to be removed.
These Terms and Conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
These Terms and Conditions, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof and supersede any prior understandings or agreements (whether oral or written) regarding the subject matter.
These Terms and Conditions shall be governed and interpreted in accordance with the laws of England and Wales.
Conditions of Use
In order to protect us, you and the third party supplier(s) of the System (the “systems provider”), and
to enable you to access and use the System to perform the Authorised Activities (as defined below),
you agree to the Conditions of Use set out below. The Parties acknowledge and agree that their mutual
obligations under these Conditions of Use constitute good and valuable consideration.
For clarity, note that Clearcast may supply the clearance data related to your Submissions (as defined
in Condition 1.1 below) to several types of organisation:
• broadcasters, who may broadcast linear channels via digital terrestrial television (“DTT”),
satellite or cable and/or on-demand or Internet Protocol Television (“IPTV”) services;
• digital publishers including, without limitation: platform operators, who may serve ads in
content they carry on their platform; media owners, who provide video on demand (“VoD”) or
IPTV services; and digital posters or providers of other audio-visual forms of advertising (each
a “Digital Publisher” and together, “Digital Publishers”); and
• ad serving companies, which serve advertising into VoD or IPTV services provided by
broadcasters or Digital Publishers (“Ad Serving Companies”).
A list of channels and services for which Clearcast clears can be found on the Clearcast website at
1 Licence and intellectual property rights
1.1 Subject to the terms of this Agreement, Clearcast hereby grants you and your authorised users a
non-exclusive, non-transferable, limited licence to access and use the System during the System
Term (as defined in Condition 2.1.1 below) for the purposes of: (i) enabling you to send us scripts
of advertising copy, supporting materials that your company provides to back up claims made in
the advertising copy you submit, rough cuts of advertising copy, and final versions of VoD
advertisements and advertisements for broadcast (collectively, “Submissions” and each, a
“Submission”) which you may require us to advise on or clear; and (ii) exchanging any comments
with Clearcast in relation to your Submissions as part of the copy clearance process, (together,
“Authorised Activities”). (Note that there may be charges for some advice and clearances, e.g. pitch
scripts, teleshopping ads, late clearances or bespoke clearances, in which case separate
agreements will apply. For the avoidance of doubt, no charges are payable for your use of the
System in accordance with this Agreement.)
1.2 All rights in and to the System are owned by us and our systems provider and nothing in these
Conditions of Use will operate to assign or transfer such rights.
2 Clearcast obligations
2.1 Clearcast will:
2.1.1 provide you and your authorised users with access to the System at no cost for the
purpose of enabling your authorised users to perform the Authorised Activities, from the
date Clearcast first permits your authorised users to access the System and continuing
(i) you notify us in writing that you no longer wish to access the System (upon which
this Agreement will terminate automatically); or
(ii) Clearcast ceases to use the System for copy advice and clearance (upon which
this Agreement will terminate automatically); or
(iii) this Agreement is otherwise terminated in accordance with its terms,
(the “System Term”);
2.1.2 provide you with access to, and use of, the System during the System Term pursuant to
the licence granted in Condition 2.1.1 above, but such licence is subject to the
restrictions on availability set out in this Condition 2.1.2, and is conditional upon:
(i) you complying with your obligations and responsibilities as set out in these
Conditions of Use, and ensuring that your authorised users do the same; and
(ii) there not being any event or circumstances beyond our reasonable control
that prevents us from doing so, such as the System not being available due to
mechanical breakdown, maintenance, hardware or software upgrades,
telecommunication connectivity problems, outages by our cloud provider,
power shortage, network failure, server crashes, deletion, corruption, loss or
removal of data, fire, storm, flood, earthquake, explosion, accident, war,
epidemic, labour dispute, or any act or omission (including laws, regulations,
disapprovals or failures to approve) of any government or government agency
(each, a “Force Majeure Event”).
If you fail to comply with your obligations and responsibilities as set out in these
Conditions of Use, or in the event of any Force Majeure Event, Clearcast reserves the
right to immediately suspend your company’s and/or your authorised users’ access to,
and use of, the System. Once your company resumes compliance with these Conditions
of Use or the relevant Force Majeure Event ends, Clearcast will reinstate your company’s
and your authorised users’ access to, and use of, the System within a reasonable time.
(a) there has been a material or persistent breach of these Conditions of Use by
your company or any of your authorised user(s), Clearcast reserves the right to
terminate these Conditions of Use in accordance with Condition 6.2.1 below;
(b) Clearcast is prevented from performing its obligations under this Agreement in
relation to a Force Majeure Event which continues for more than ninety (90)
days, then Clearcast will be entitled to terminate this Agreement with
immediate effect without liability to you on giving written notice of
termination to you;
2.1.3 use all commercially reasonable efforts to ensure that the System is available from
08:00-18:30 GMT (“Working Hours”), from Monday to Friday inclusive (excluding English
public holidays and bank holidays) (“Working Days”), and we will work with our systems
provider to resolve any incidents or problems with the System as soon as reasonably
possible. If the System is going to be unavailable during Working Hours on Working Days
for planned work, we will notify you as far in advance as possible to try and minimise any
2.1.4 set up your company’s account on the System and provide logons for your super user(s).
Note that once we have set you up, you (via your super user(s)) are responsible for
adding or removing authorised users and additional super users, and ensuring contact
details are up to date;
2.1.5 take any steps, as may reasonably be required in the circumstances, to deal with any
breach of these Conditions of Use or unauthorised access to the System. If Clearcast
(acting reasonably in all the circumstances) attributes any such unauthorised access to
your company, such steps may include suspension or termination of your company’s
and/or your authorised users’ access to the System and any other steps Clearcast deems
necessary, in its sole discretion (acting reasonably in all the circumstances), to resolve
the issue. In the event that Clearcast suspends your company’s or any of your authorised
users’ access to the System, Clearcast will work with you to restore such access as soon
as reasonably practicable. However, if there has been a material or persistent breach of
these Conditions of Use by your company or any of your authorised user(s), Clearcast
reserves the right to terminate these Conditions of Use in accordance with Condition
2.1.6 collect information about your company’s and its authorised users’ use of the System to
ensure there is an audit trail of activity. This is intended to protect us, you and your
authorised users. Information collected may include attributes like date/time of access,
IP address of your company’s server etc.;
2.1.7 email your Main Company Contact for queries in relation to this Agreement (as set out
on the request form attached to these Conditions of Use) and your authorised users
occasionally with information about the System and your Submissions. We think that
these emails are important and your Main Company Contact and the authorised users
will not be able to unsubscribe from them, unless they or you are notifying Clearcast that
they or you no longer wish to access or use the System. Clearcast may also email
marketing information to your Main Company Contact and your authorised users, but
they will be able to opt out of this;
2.1.8 use the most up- to-date version of CRS Hardings HFPA-X flash testing software, which
means that when you upload a broadcast quality master onto the System that passes
flashing on our System it will also be acceptable to broadcasters; and
2.1.9 keep your files and data secure. We may back these up from the main System to other
secure storage and retrieve them again, as required from time to time.
2.2 Subject to Condition 2.3, Clearcast will hold in the strictest confidence your Submissions, plus all
other information you submit via the System that is either expressly marked as confidential or
notified to us as being confidential (“Company Confidential Information”). We will not disclose
any Company Confidential Information to any other person, company or organisation without
your company’s permission and we will ensure that our systems provider does the same.
2.3 The confidentiality obligations in Condition 2.2 shall not apply to:
2.3.1 any disclosures that Clearcast is required to make by law or by any regulatory body, but
only to the minimum extent required, and provided that:
(i) Clearcast first notifies your company of the required disclosure (if not
prohibited by applicable law); and
(ii) upon your company’s request, Clearcast shall use commercially reasonable
efforts to assist your company, at your company’s sole expense, in seeking an
appropriate protective order;
2.3.2 information that has come into the public domain through no fault of Clearcast;
2.3.3 information that Clearcast develops independently (without the benefit of your Company
Confidential Information) or receives from a third party (which is not in breach of a
continuing obligation of confidentiality to your company);
2.3.4 Clearcast’s right to share the Company Confidential Information with our systems provider
for the purpose of hosting your Company Confidential Information on the System;
2.3.5 advertising copy which Clearcast has approved, which may be accessed by other
authorised users of the System, all of whom will be bound by confidentiality obligations in
respect of confidential information accessed through the System;
2.3.6 Clearcast’s right to share and supply data and information derived from your access to,
and use of, the System in accordance with Condition 2.4;
2.3.7 Clearcast’s right to share your Company Confidential Information with our copy
committee (a panel of representatives of the broadcasters for whom we clear
advertisements) and our officers, directors, employees, professional advisors, consultants
and auditors, each of whom will be informed of the confidential nature of your Company
Confidential Information and instructed to treat such information confidentially, and
Clearcast shall be liable to your company if any such Party should fail to comply with the
terms of this confidentiality obligation.
2.4 Your company acknowledges and agrees that Clearcast may:
2.4.1 share all clearance data (including, but not limited to, the status of an ad clearance, its
restrictions, and your copy) with broadcasters, Digital Publishers and Ad Serving
Companies and any other entity to which Clearcast may grant permission to use such
clearance data in the serving of digital advertising, provided that such entity has entered
into confidentiality agreements with Clearcast in order to protect such information. We
will not share any Submission submitted by your company in support of a claim with
broadcasters, Digital Publishers or Ad Serving Companies unless we have agreed with you
that your Submission(s) will go to the Clearcast Copy Committee for discussion (in which
case the Submission(s) may be seen by representatives of the broadcasters, the Institute
of Practitioners in Advertising and the Incorporated Society of British Advertisers, all of
whom sit on the Clearcast Copy Committee);
2.4.2 provide information relating to clearances and claims substantiation to regulators (such as
the ASA and Ofcom) in order to defend challenges made by such regulators in respect of
material that has been broadcast. Supporting evidence for claims may be shared, in full
confidence, with Clearcast’s external consultants, provided that such consultants have
entered into confidentiality agreements with Clearcast in order to protect such
2.4.3 discuss from time to time with the company that instructed you to submit the
advertisement (your “Client Company(-ies)”) the progress of clearing an advertisement
that you have submitted via the System if it becomes necessary for us to do so.
2.5 You acknowledge and agree that Clearcast may retain any confidential information disclosed by
your authorised users if they leave your company (or otherwise stop using the System) to enable
your company to access such confidential information for as long as you continue to use the
System, and/or for use in connection with any legal or regulatory investigations.
3 Your company’s obligations
3.1 Your company will:
3.1.1 take full responsibility, and liability, for the acts and omissions of:
(i) your authorised users, including those authorised users and other third party
users of the System to whom you grant access to your Submissions; and
(ii) your Client Company(-ies) in respect of any information (in any form) which
you disclose to your Client Company(-ies) and that is provided to you, or you
access, via the System, including (without limitation) Clearcast Confidential
Information (defined in Condition 3.3 below).
3.1.2 manage your company’s authorised users, ensuring that:
(i) your super user(s) add(s) or delete(s) authorised users and super users as
required. For example, your super user(s) must delete authorised users and
super users from the System when they leave your company or when they or
you otherwise wish to terminate their access to the System;
(ii) logins and passwords enabling your company to access the System are kept
secure and are not shared with others;
(iii) logins are only used on a “one user one username” basis. Clearcast reserves
the right to suspend the accounts of any authorised user(s) where we suspect
that login details are being shared; and
(iv) the contact details for your authorised users (such as phone numbers and
email addresses) are kept up-to-date and accurate, that you keep the contact
details of your Main Company Contact up-to-date, and that you notify us
promptly when your Main Company Contact changes (providing us with the
name, email address and telephone number of the new Main Company
3.1.3 use all commercially reasonable efforts to prevent unauthorised access to, or use of, the
System and to comply with the security requirements of the System’s software as set out
on the System website at help.clearcast.co.uk (and as may be updated from time to time
during the System Term);
3.1.4 let us know as soon as possible if you know or reasonably suspect that the security of the
System has been breached;
3.1.5 use commercially reasonable efforts to prevent your authorised users from uploading
anything illegal or harmful to the System. If you know or reasonably suspect that any
such activity has taken place you agree to notify us promptly of such activity;
3.1.6 obtain our written consent prior to using any trade marks or brands of ours (or of
our systems provider) unless you are otherwise entitled to do so in law; and
3.1.7 not, and ensure that your authorised users do not:
(i) upload any material that infringes, violates or misappropriates any copyright,
trade mark, patent, design right, database right, confidentiality right or other
intellectual property rights (“Intellectual Property Rights”) of third parties; or
(ii) upload any material that is unlawful, illegal or in breach of applicable binding
or mandatory regulation or guidance, or is otherwise harmful, threatening,
defamatory, obscene, harassing, facilitative of illegal activity, promoting
unlawful violence or causing damage or injury to any person or property; or
(iii) develop any product or service using any part of the System without receiving
all necessary consents (including from Clearcast); or
(iv) use the System to provide other, unauthorised services to third parties; or
(v) license, sell, rent, transfer, assign, distribute, display, disclose or otherwise
commercially exploit or otherwise make the System available to any third
(vi) attempt to copy or reverse engineer all or part of the System; or
(vii) introduce any program, virus or software into the System that might harm or
affect its security or function; or
(viii) use the System for phishing, fraud or other unlawful purposes; or
(ix) attempt to access the user accounts of any other user of the System; or
(x) attempt to access advertisements or information which your authorised users
do not have permission to access through the System (pursuant to the
definition of Authorised Activities in these Conditions of Use); or
(xi) deceptively obtain personal information about other users or confidential
information about other organisations that use the System.
3.2 Your company acknowledges and agrees that if you have submitted a broadcast quality
commercial, it will be tested using the CRS Hardings HFPA-X flash test and the result will be final.
If you have submitted a non-broadcast quality ad, we will test it the same way, but will also
require you to upload a valid flash testing certificate of the broadcast quality master and to
demonstrate that the whole duration of the ad has been tested. Please email us at
email@example.com for more details.
3.3 Subject to Condition 3.4, your company will hold all Clearcast Confidential Information accessed
through the System and/or provided by Clearcast in the strictest confidence and will not
(whether during or after the Term) disclose the Clearcast Confidential Information to any third
party. For the purposes of these Conditions of Use, “Clearcast Confidential Information” is
defined as anything that is marked as “confidential” or that could reasonably be considered to
be confidential and includes, but is not limited to:
3.3.1 all of Clearcast’s clearance decisions, including timing and/or content restrictions (apart
from longform teleshopping advertisements, which are paid for by Clearcast’s clients)
whether or not marked as confidential;
3.3.2 any confidential information relating to the business, affairs, strategies or staff of
3.3.3 any feedback and/or comments that we make on the System in response to our clients’
3.3.4 any feedback from our consultants held on the System on claims and/or evidence
submitted to support claims made in relation to Submissions;
3.3.5 any details or information regarding our clearance of the advertisement(s) you submit
via the System. Subject to Condition 3.5, you may share such details or information
(together with any other information relating to your Submissions) with the Client
Company(-ies) that has (or have) instructed you to submit the relevant
advertisement(s) to us for clearance, and any third parties (such as post houses) that
need to see such details or information for the purposes of completing the clearance
process for the relevant advertisement(s), provided that: (i) you will be fully liable and
responsible for any misuse, or unauthorised disclosure, of such details or information
by such Client Company(-ies) and/or third parties; and (ii) your company has a
confidentiality agreement in place with such Client Company(-ies) and/or third parties
prior to disclosing such details or information;
3.3.6 the terms of this Agreement; and
3.3.7 any advertising copy and other data accessible through the System.
3.4 The confidentiality obligations in Condition 3.3 shall not apply to:
3.4.1 any disclosures that your company is required to make by law or by any regulatory body,
(i) your company first notifies Clearcast of the requirement (if not prohibited by
applicable law); and
(ii) upon Clearcast’s request, your company uses commercially reasonable efforts
to assist Clearcast, at Clearcast’s sole expense, in seeking an appropriate
protective order; and
(iii) your company discloses the minimum possible amount of Clearcast
Confidential Information necessary to comply with such law or the orders of
such regulatory body;
3.4.2 information that has come into the public domain through no fault of your company;
3.4.3 information that your company develops independently (without benefit of Clearcast
Confidential Information) or receives from a third party (which is not in breach of a
continuing obligation of confidentiality to Clearcast); and
3.4.4 your company’s right to share the Clearcast Confidential Information with its officers,
directors, employees, professional advisors, consultants and auditors, each of whom will
be informed of the confidential nature of the Clearcast Confidential Information and
instructed to treat such information confidentially and your company shall be liable to
Clearcast if any such third party should fail to comply with the terms of this
3.5 You agree not t o give broadcasters, Digital Publishers or Ad Serving Companies details of our
clearance of your ads, as our authorised broadcasters, Digital Publishers and Ad Serving
Companies will themselves access the System to establish the status of approvals and restrictions.
In the event that you need to discuss these, they may only be shared with media owners, Ad
Serving Companies and sales houses that own/represent the channels and organisations for
which we clear (these are listed on our website at www.clearcast.co.uk). You may also share
details of our clearance of your ads with your Client Company(-ies), provided that you ensure
that they protect such confidential information and prevent unauthorised disclosures to any
third party. No other disclosures of our clearances are permitted without first obtaining our
written consent to the specific disclosure (and we shall not unreasonably delay or withhold
giving any such consent).
3.6 Your company hereby grants, or shall procure the grant of, all necessary permissions that
Clearcast requires in order to enable Clearcast to:
3.6.1 share metadata associated with any advertising copy that your company submits to
Clearcast pursuant to the terms of this Agreement with:
(i) the Performing Right Society (PRS) and music rights management agencies
(including, for example, details of singers and composers) to meet agency and
broadcaster obligations on artist payments; and
(ii) other third parties, but only after the Parties have followed the following
(a) Clearcast will notify your company’s super user(s) of Clearcast’s
intention to share metadata associated with an advertisement with a
particular third party;
(b) if your company objects to Clearcast sharing such metadata with
that third party, the super user(s) must notify Clearcast in writing
within seven (7) days of the date of Clearcast’s notice;
(c) if Clearcast receives a written notice of objection from the super
user(s) in accordance with Condition 3.6.1(ii)(b), Clearcast will not
share metadata with the relevant third party until such time as such
consent is subsequently received. The Parties will then meet to
discuss (in good faith) the proposed sharing of metadata with the
relevant third party as soon as reasonably practicable, with a view to
resolving your company’s concerns and obtaining your consent; and
(d) if Clearcast does not receive a written notice of objection from the
super user(s) in accordance with Condition 3.6.1(ii)(b), your company
will be deemed to have consented to Clearcast sharing the metadata
with the relevant third party.
3.7 Clearcast may in the future wish to use the advertising copy submitted by your company
pursuant to this Agreement for the purposes of “fingerprinting”, which enables clocked
advertisements to be identified on second screen devices after broadcast (the “Fingerprinting
Process”). The Fingerprinting Process will make it easier for you to associate interactive
applications with your advertising copy. “Fingerprints” are derived from software that uses
algorithms to take samples from an ad to uniquely identify it. The original advertisement cannot
be recreated from the “fingerprint”. In the event that Clearcast wishes to store “fingerprints” of
advertisements submitted by your company on third party servers, the Parties will follow the
(i) Clearcast will notify your super user(s) of its intention to store the
“fingerprints” on a particular third party server and give your company the
opportunity to opt out of the Fingerprinting Process;
(ii) if your company objects to Clearcast storing the “fingerprints” with that third
party and wishes to opt out of the Fingerprinting Process , the super user(s)
shall notify Clearcast in writing within seven (7) days of the date of Clearcast’s
(iii) if Clearcast receives a notice from the super user(s) in accordance with
Condition 3.7(ii), the Parties will meet to discuss the proposed storage of
“fingerprints” on third party servers as soon as reasonably practicable from the
date of such notice.
If Clearcast does not receive a written notice of objection from your company in accordance with
Condition 3.7(ii) confirming that your company wishes to opt out of the Fingerprinting Process,
your company will be deemed to have consented to Clearcast storing the “fingerprints” on the
relevant third party server, and you will automatically grant, or shall procure the grant of, all
necessary permissions that Clearcast requires in order to enable Clearcast to use the advertising
copy submitted by your company pursuant to this Agreement for the purposes of
“fingerprinting” and for Clearcast to store the “fingerprints” on our servers or third party servers
in accordance with the procedure set out in this Condition 3.7.
3.8 Clearcast plans to continue improving the services we provide to your company. Clearcast will
always give your company at least three (3) months’ notice of its plans for new products or
services in order to enable your company to decide whether it wishes to opt out of such plans. If
your company continues to access and/or use the System once any new product or service is
made available to your company this will be deemed to represent your company’s acceptance of
the new product or service and any use of such product or service shall be in accordance with
4 Warranties and indemnities
4.1 Each Party warrants to the other that:
4.1.1 it has the full power, capacity and authority to enter into this Agreement and to perform
its obligations under this Agreement; and
4.1.2 in performing its obligations under this Agreement, it will comply with all applicable data
protection legislation, including the Data Protection Act 1998 and successor legislation.
In the case of Clearcast, we will (amongst other things) ensure that adequate technical
and organisational measures are in place to protect any personal data (as defined by the
Data Protection Act 1998 and successor legislation) that your company and its
authorised users provide to Clearcast in accordance with this Agreement. However, you
are responsible, and liable, for ensuring that there are no security breaches as a result of
the behaviour of your authorised users.
4.2 Your company will indemnify on demand, and keep fully and effectively indemnified, Clearcast
from and against any liability, losses, damages, costs (including legal fees) and expenses of any
nature incurred by Clearcast directly or indirectly arising from:
4.2.1 any misuse of the System by you or your authorised users in breach of these Conditions
4.2.2 any infringement or misappropriation by your company (including by your authorised
users) of any Intellectual Property Rights in the System;
4.2.3 any claim (whether threatened or actual) alleging that the Submissions infringe the
Intellectual Property Rights of a third party; and/or
4.2.4 a breach of your confidentiality obligations under Condition 3.3 of these Conditions of
The indemnity in this Condition 4.2 shall remain in full force and effect notwithstanding the
termination or expiry of this Agreement.
4.3 If any third party makes a claim, or notifies Clearcast that it is intending to make a claim against
Clearcast, which may reasonably be considered to be likely to give rise to a liability under an
indemnity given by your company to Clearcast under Condition 4.2 of these Conditions of Use,
Clearcast will give your company written notice of such claim and allow your company to have
sole authority to dispute, compromise or defend such claim with the assistance of Clearcast as
reasonably requested by your company (and your company agrees to reimburse Clearcast for all
5 Limitations of liability
5.1 Clearcast provides you with access to the System at no charge. In consideration for, and as a
fundamental and express condition of enabling you to have access to the System without charge,
and notwithstanding any provision in this Agreement to the contrary (but subject to Condition
5.3), Clearcast shall have no liability to you (or your authorised users) for any matter arising out
of, or in connection with, this Agreement (whether in contract, tort (including without limitation
for negligence or breach of statutory duty howsoever arising) or otherwise), except that, where
applicable, Clearcast may (at its option) use its reasonable endeavours to modify, repair or replace
any part of the System that may affect your ability to access or use the System (the “Sole Remedy”).
You acknowledge that this limitation of liability is an essential part of our bargain, and that without
such a limitation, Clearcast would not enter into this Agreement.
5.2 Subject to Conditions 5.3 and 5.4, the Parties shall have no liability to each other in any
circumstances, whether in tort (including without limitation for negligence or breach of statutory
duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise
for respect of any: (i) loss of income, sales, business or revenue; (ii) loss of profits; (iii) loss or
corruption of data or information; (iv) loss of business opportunity, goodwill or reputation; (v)
business interruption; (vi) loss of anticipated savings; or (vii) for any indirect or consequential loss
or damage of any kind.
5.3 Notwithstanding anything contained in this Agreement, neither Party excludes or limits its liability
for: (i) personal injury or death resulting from its negligence; (ii) fraud or fraudulent
misrepresentation; or (iii) any other liability which cannot be excluded or limited by English law.
5.4 The limitations of liability set out in Condition 5.2 shall not apply to the indemnities given by your
company under Condition 4.2 of these Conditions of Use.
5.5 The limitations of liability in Conditions 5.1 and 5.2 shall apply even if the Sole Remedy does not
fully compensate you for any or all losses, or if we knew or should have known of the possibility
of your sustaining such losses.
5.6 Please note that while we will provide the System with reasonable skill and care, the System and
its contents are (except as expressly stated in this Agreement) provided on an ‘as-is’ and ‘asavailable’ basis and, to the extent permitted by law, we exclude all warranties, conditions and other
terms, express or implied (by statute or otherwise).
6 Duration and termination
6.1 This Agreement shall commence on the “Effective Date” given in the request form attached to
these Conditions of Use and shall continue in force until terminated in accordance with its terms
6.2 Either Party may terminate this Agreement (or, at the notifying Party’s option, a particular Service)
immediately by written notice if the other Party:
6.2.1 commits any material or persistent breach of any of its obligations under this Agreement
or any part of this Agreement which relates to the System (as appropriate) and, in the case
of a breach which is capable of rem
We will always respect your privacy and any personal communication between you and ourselves. We do not trade, rent or sell your details to any third parties. Should our intentions change it will be done only with your authorisation. We will always comply with any data protection legislation currently in force.
If you have registered your interest with Clearcast and/or any of our associated companies, and thereby given your consent, you may be contacted with relevant promotions, offers or information that you have expressed an interest in or that might be of interested to you. If at any time you wish us to stop contacting you then contact us.
Cancellations can be made more than 7 working days prior to the course date, 80% of the course fee will be refunded minus a 20% administration fee. Cancellations must be submitted in writing to firstname.lastname@example.org
Bookings cancelled less than 7 working days before the course date cannot be refunded.
For amendments (name changes or date changes):
Bookings can be amended (delegate name/course date change) free of charge, more than 7 working days before the course date. Bookings cannot be altered within 7 working days of the course.
To amend a course booking, details should be sent to email@example.com as soon as possible.
For access to a webinar:
Webinar training sessions are hosted via Zoom. An internet connection is required to access the webinar.
Webinar training sessions and recordings are to be viewed by registered attendees only; you must not share your screen, or share your invitation link, with any third party who has not paid to be part of the webinar training session.
The webinar content must under no circumstances be recorded, reproduced, republished, downloaded, made available to others, or otherwise used in any way except for your own personal use
All reasonable efforts will be made to ensure that the webinar training session takes place on the advertised date and time. In the event that the webinar does not take place, an alternative date/time will be scheduled.
Clearcast reserve the right to record webinars to use in future promotions. By joining a session, you automatically consent to such recordings.
If you do not consent to the recording, please contact firstname.lastname@example.org to discuss your concerns in good time prior to the webinar.
Please be aware of the follow system requirements and supported systems to ensure that you can access the webinar:
For Certificate Courses:
Attendance of at least 50% of the course duration is required to attain the Course Certificate.
- An internet connection – broadband wired or wireless (3G or 4G/LTE)
- Speakers and a microphone – built-in or USB plug-in or wireless Bluetooth
- A webcam or HD webcam – built-in or USB plug-in
- Or, a HD cam or HD camcorder with video capture card
Supported operating systems
- macOS X with macOS 10.7 or later
- Windows 10
- Note: For devices running Windows 10, they must run Windows 10 Home, Pro, or Enterprise. S Mode is not supported.
- Windows 8 or 8.1
- Windows 7
Supported tablet and mobile devices
- Surface PRO 2 or higher running Win 8.1 or higher
Note: For tablets running Windows 10, they must run Windows 10 Home, Pro, or Enterprise. S Mode is not supported.
- iOS and Android devices
- Windows: IE 11+, Edge 12+, Firefox 27+, Chrome 30+
- Mac: Safari 7+, Firefox 27+, Chrome 30+
Processor and RAM requirements
- Minimum: Single Core 1Ghz or Higher
- Recommended: Dual Core 2Ghz or Higher (i3/i5/i7 or AMD equivalent)
- Minimum: N/A
- Recommended: 4Gb
Recommended bandwidth for webinar attendees:
- For 1:1 video calling: 600kbps (down) for high quality video and 1.2 Mbps (down) for HD video
The Clearcast Library User Terms apply to individuals who have been nominated as an authorised user of the Clearcast Library (the “Library”) on behalf of their organisation. As an authorised user in order to protect you, your company, Clearcast and the company that hosts, supports and maintains the Library (the “Systems Provider”), and enables you to access and use the Library through your user account (“Authorised User Account”), we ask you to read and abide by these Authorised User Rules. These Authorised User Rules, together with the agreement your company has with Clearcast (the “Company Agreement”) set out how users access and use the Library and any of our other services that use or interface with the Clearcast Library (such as our clearance, subtitling or delivery services) (“Additional Services”). Please contact the super user(s) at your company if you have any questions about the Company Agreement.
The Library is provided by Clearcast Limited of 4 Roger Street, 2nd Floor, London, WC1N 2JX (company no. 06290241) (also referred to as “we”, “us”, “our” and “Clearcast” in these Authorised User Rules). Each authorised user is referred to as “you”, “your” or “Authorised User”.
If you don’t agree to all the rules in these Authorised User Rules, you should not, and are not permitted to, use the Library.
1. What the Library is for and what we will provide to you:
1.1. You may use and access the Library for the following purposes:
(a) if you are acting in the capacity of an Authorised User of an agency, you may use and access the Library for uploading scripts, VoD Assets and Assets for broadcast (“Submissions”) which your company may require us to advise on or clear or deliver to Publishers; or
(b) if you are authorised Clearcast staff, you may use and access the Library for the purposes of reviewing Submissions, or providing Additional Services; or
1.2 We have agreed with your company that we’ll provide the Library and our services using reasonable skill and care. We have also agreed that will use all commercially reasonable efforts to ensure the Library is available to you 24 hours a day, 7 days a week, subject to planned, emergency and unscheduled maintenance. We will work with our Systems Provider to resolve any incidents or problems with the Library as soon as reasonably possible. If the Library is going to be unavailable for planned work, we’ll notify you as far in advance as possible to try to minimise any disruption. Please note, though, that the Library and its contents are otherwise provided to you on an ‘as-is’ and ‘as-available’ basis and, to the extent permitted by law, we exclude all warranties.
1.3 We will continue to provide the Library to you for as long as: (i) we operate the Library; (ii) you comply with your responsibilities (as outlined in these Authorised User Rules); (iii) the Company Agreement is in force and has not either expired or terminated for any reason; and (iv) there is no other legal or good practical reason that prevents us from doing so.
2. What the Library is not for:
2.1. Providing unauthorised access to others: Your Authorised User Account, which you may modify to keep your contact details up to date, is personal to you and cannot be used by anyone else, including within your company. We reserve the right to suspend your Authorised User Account if we suspect that a third party is attempting to gain access to it or if we suspect that you have shared your login credentials with anyone else. If we disable your Authorised User Account in this manner, we will send a notification to your registered email address informing you that your Authorised User Account has been disabled and providing instructions as to how it may be restored. Your Authorised User Account will also be suspended automatically if you do not access it for three months. In either of these circumstances, we reserve the right to decide whether to restore your Authorised User Account or disable it permanently.
2.2. Uploading material that is illegal or harmful in any way or infringes third party intellectual property rights: You must respect the rights of others and not upload anything to the Library that is, or could be, illegal or harmful, threatening, defamatory or obscene, or infringe the copyright, trade mark rights or other intellectual property rights of others. If in doubt, do not upload the content onto the Library and contact us or your company’s super user(s).
2.3. Introducing any virus or spamming into the Library: Play fair. Don’t introduce any program or software into the Library that might harm or affect its security or function or use the Library for sending unsolicited email. Please do not use the Library for phishing, fraud or other unlawful purposes.
2.4. Security and privacy violations: We take the security of our System and the personal data of other Authorised Users of the Library very seriously. Don’t try to use the Library to get unauthorised access to other organisations’ Assets or deceptively obtain or misuse personal information about other Authorised Users or information about other organisations that use the Library. Don’t attempt any unauthorised use, disruption, or exploitation of the Library. You must do all you reasonably can to prevent unauthorised access to, or use of, the Library through your Authorised User Account and comply with the security requirements of the Library (as set out on the Library website Clearcast.help/T_Cs which we may update from time to time).
2.5. Doing anything that is outside the scope of these Authorised User Rules or the Company Agreement: You must not develop any product or service using any part of the Library without receiving all necessary consents from us; use the Library to provide unauthorised services to third parties; license, sell or do anything else to commercially exploit the Library; or assist a third party in gaining access to the Library. Please do not attempt to copy or reverse engineer all or part of the Library, or use the Library for the benefit of a third party (other than your company). We and our Systems Provider are working hard to provide you with a good service, so please don’t abuse this privilege by attempting to copy or reverse engineer the Library.
3. What happens if you don’t play by the rules or these Authorised User Rules change?
3.1. If you do not comply with these Authorised User Rules or use the Library for unauthorised purposes, we will take any steps that may reasonably be required in the circumstances to deal with the breach. These steps may include the immediate suspension of your Authorised User Account, removal of material, and any other steps we deem necessary, in our sole discretion (although we’ll act reasonably in all the circumstances), to resolve or address the issue.
3.2. If we suspend your Authorised User Account, we’ll work with you to restore your access as soon as we can (although, as we’ve set out above, we reserve the right to decide whether to restore your Authorised User Account or disable it permanently). But if there’s been a breach of these Authorised User Rules by you, which we consider to be sufficiently serious or persistent and which you or your company are unable to remedy within thirty (30) days after having received a written warning from us requiring the breach to be remedied, we may decide to revoke these Authorised User Rules and disable your Authorised User Account permanently. In these circumstances, the permanent disablement of your Authorised User Account will take effect as soon as we have sent a written notice of termination to you or your company.
3.3. These Authorised User Rules will continue unless and until the Company Agreement is terminated or expires. As soon as these Authorised User Rules are revoked for any reason, or the Company Agreement is terminated or expires, your ability to access and use the Library will cease. If you subsequently try to log on and access the Library after your access to the Library has ceased, then Clearcast may take legal action against you and/or your company for doing so.
3.4. Please note that we may update these Authorised User Rules from time to time. If we do, we’ll notify you of these changes and ask you to read and accept any changes to the Authorised User Rules before continuing to use the Library. Your continued access or use of the Library after you have accepted any such changes will be deemed to represent your agreement with any such changes. If at any point you are no longer able, or no longer wish to abide by these Authorised User Rules, please do not continue to use and access the Library and inform one of your company’s super user(s). After this, your ability to access and use the Library will cease.
4. What other “housekeeping” rules must you comply with?
4.1. You’ll need to ensure that your login name and password for the Library are kept confidential and not shared with anyone else, including other Authorised Users. You agree that, if we ask you, you’ll change your password as soon as possible. Authorised User login names must be maintained by you strictly on a “one user one username” basis.
4.2. You’ll need to provide us with your contact details, including email addresses and phone numbers, keep them up to date using the functionality in your Authorised User Account and notify one of your company’s super user(s) when you leave your company.
4.3. If you discover a fault in the Library, please notify us at email@example.com
4.4. If you become aware that material has been uploaded that is illegal, harmful in any way, or might infringe third party intellectual property rights, you must notify your company’s super user(s) promptly. If we discover material of this nature in the Library, we may remove it without notifying you. You must also let us know as soon as possible if you know or reasonably suspect the security of the Library has been breached, or if you are concerned that your login or password details you use to access the Library may no longer be confidential.
4.5. Please treat our staff with respect. We do not accept behaviour that is abusive or threatening in any way.
5. What about your privacy?
5.1. We take your privacy seriously. For full details about how we collect and use your personal data, and your data privacy rights, please see our privacy information at clearcast.co.uk/privacy-policy/
5.2. We’ll take all necessary steps to ensure your personal data is secure (but you are responsible for making sure there are no security breaches as a result of your behaviour). We’ll ensure that we, and our Systems Provider, are compliant with applicable data protection legislation and that adequate technical and organisational measures are in place to protect any personal data you provide to us under these Authorised User Rules. We’ll use commercially reasonable efforts to keep your files and data secure but we do not guarantee the security of files and data. We may back these up to other secure storage areas and retrieve them again, as required from time to time.
5.3. We will process and store your personal data (such as your name, address and contact details) to enable the administration of your account and to provide you with access to the Library. Please note that we will also collect information about your access to the Library to ensure that there is an audit trail of activity, which we may hold on the Library after you’ve left your company (or otherwise stopped using the Library) to assist us, your company, or any regulatory or legal investigation. This is intended to protect us and you. Information collected may include attributes like date/time of access, IP address etc.
5.5. We’ll email you occasionally with information about the Library and your Submissions (if applicable). These have service information and you need to receive these, unless you are notifying us that you no longer wish to access or use the Library and receive our services. We will not email you marketing information unless you have given us your permission to do so, and you will be able to opt out of this at any time. We will not share your personal data with any third parties for marketing purposes.
5.6. If you wish to see a copy of all the personal data we hold about you on the Library, please write to Clearcast at 4 Roger Street, 2nd Floor, London, WC1N 2JX or email firstname.lastname@example.org.
6. What are the rules on protecting confidential information?
6.1. You must keep any confidential information that you access through the Library or receive from us in the strictest confidence. For these purposes, confidential information includes (but is not limited to): (i) anything that is marked as “confidential”, that we have notified you is confidential, or that could reasonably be considered to be confidential; (ii) all of our clearance decisions, including timing and/or content restrictions (apart from long form teleshopping Assets, which are paid for by our clients) whether or not marked as confidential; (iii) any comments and/or feedback that we make on the Library in response to Submissions by our clients; (iv) any confidential information relating to the business, affairs, strategies or staff of Clearcast; and (v) any advertising copy or other data accessible through the Library.
6.2. We have agreed with your company that we’ll hold its Submissions (if applicable) in the strictest confidence, plus any other information you submit via the Library that is either expressly marked as confidential or notified to us as being confidential (“Company Confidential Information”). We have agreed that we will not disclose any Company Confidential Information to any other person, company or organisation without your company’s permission and we will ensure that our Systems Provider does the same.
6.3. However, there may be circumstances where we may need to disclose your confidential information (for example, to the ASA or Ofcom if there is a challenge to the material that has been broadcast (if you are an Authorised User of a Publisher or agency), or where we are required to by law).
6.4. These confidentiality obligations will also not apply to any confidential information being placed in the public domain (other than through either our or your fault), information that you or we developed independently, information that either of us is required to disclose for a valid legal reason, or information that either of us received independently from a third party which isn’t in breach of these Authorised User Rules. Clearcast is able to share the confidential information we receive from you with our Publisher, officers, directors, employees, professional advisors, consultants and auditors, and you are able to share the confidential information you receive from us with your company (which may then share this information with its directors, employees, professional advisors, consultants and auditors in accordance with the Company Agreement).
6.5. If you are an Authorised User of an agency, please note that the following additional exceptions to the rules on confidential information apply:
(a) You give permission on behalf of your company for us to share all Submission data (including, but not limited to the status the services requested and your Submission) with:
(i) Publishers who use our services (but we will only do so on the basis that such Publishers have entered into confidentiality agreements with Clearcast in order to protect this data. We will not share any supporting material, such as claims support, with Publishers unless we’ve agreed with your company that the Submission will go to the Clearcast Copy Committee for discussion); and
(ii) any other entity which wishes to use such clearance data to serve digital advertising to third parties (provided that such entity has been approved by Clearcast and entered into a confidentiality agreement with Clearcast in order to protect the data).
(b) You may share details of our clearance of the Assets you are submitting with the advertising company that has instructed you to submit the relevant Asset(s) to us for clearance (the “Client”), but only on the basis that your company ensures that the Client protects this confidential information and prevents unauthorised disclosures to any third party. You may share confidential information in relation to your Submissions that you access, or is provided to you, via the Library, with your Client(s) and any other third parties (such as post houses) with whom you need to disclose such confidential information in order to complete the clearance process for the relevant Asset(s). However, your company will remain fully liable and responsible for such disclosures and any misuse, or unauthorised disclosure, of any such information by such Client(s) and third parties. You must ensure that your company has a confidentiality agreement in place with such Client(s) and third parties prior to you disclosing such information.
(c) If you leave your company or otherwise stop using the Library, we may still hold any confidential information disclosed to you, or by you, on the Library for your company to access for as long as it continues to use the Library, or for use in any legal or regulatory investigations.
7. Other things that you need to know about these Authorised User Rules:
If you have any concerns about the Library or these Authorised User Rules please contact your super user(s) and we will work with you to resolve them.
- This Addendum will apply only if you have requested to receive the Clearcast Delivery Services. This Addendum is subject to the terms of, and is incorporated in, the Additional Services Terms. In addition, the following expressions in these Delivery Conditions shall have the following meanings:
|Clearcast Delivery Services||the Delivery Services provided by Clearcast under these Additional Services Terms whereby Clearcast will deliver your Assets to Publishers in accordance with your instructions and/or make available Assets to be Pulled from the Library by Publishers for transmission.|
|Delivery||the delivery of an Asset to a Publisher
|Delivery Conditions||the terms and conditions of this Additional Services Appendix.|
|Delivery Fees||the portion of the Additional Services Fees attributable to the Clearcast Delivery Services, as set out in the Additional Services Terms Order Form or otherwise agreed in writing between the Parties.|
|Destination||the Publisher destination to which the Assets are Delivered.|
|Increase Date||has the meaning given in Clause 3.6 below.|
|Publisher Failure||has the meaning given in Clause 1.5.|
|Pull||the retrieval of Assets from the Library by a Publisher (and “Pulled” shall be construed accordingly)|
|SLA||the service level agreement for Clearcast’s Delivery of an Asset|
- All terms defined in the Additional Services Terms (and/or the Library Terms) will have the same meaning in this Addendum.
- In consideration for the Delivery Fees and subject to your, and your Authorised Users’, compliance with the Library Conditions of Use and the Additional Services Terms, Clearcast will provide the Clearcast Delivery Services on the terms and conditions of this Agreement in order to enable you to make arrangements for the delivery of Assets to Publishers via the Library. In respect of each Delivery, your company will decide whether to:
- instruct Clearcast to deliver the Asset to the Destination; or
- allow the Publisher of the Asset to Pull the Asset from the Library to the Destination.
- If you instruct Clearcast to deliver the Asset to a Destination, Clearcast will, subject to the terms and conditions of these Additional Services Terms (including the requirement for the Ad to meet Clearcast’s technical requirements):
- deliver the Asset to the Destination you have selected within the timescales set out in the SLA; and
- not make your Submissions available to Publishers where we do not have permission to do so.
- You acknowledge and agree that if a Publisher chooses to Pull an Asset in accordance with Clause 1.3(ii), Clearcast shall not be responsible for, and have no liability to you for, any failure by the Publisher to pull the Asset or to deliver the Asset to a Destination by a particular time, nor for any missed airtime or delayed Delivery (“Publisher Failure”). If there is a Publisher Failure, you acknowledge that this is a matter between you and the Publisher only, not Clearcast.
- Clearcast shall in its sole and absolute discretion determine the method of Delivery for the relevant Asset if it deems that the Asset cannot, for any reason, be delivered digitally to the Destination within the timescales instructed.
- You acknowledge and agree that you will be solely responsible for:
- ensuring that the Assets comply with Clearcast’s Codec Specifications and the relevant Publisher(s)’ technical specifications and requirements. You acknowledge and agree that Clearcast will not be able to Deliver any Assets which do not comply with any applicable requirements (and that Clearcast will have no liability to you for such non-Delivery);
- ensuring that your Assets and other Submissions are delivered to Clearcast in sufficient time to meet Publisher requirements and scheduling (taking into account the time needed for Clearcast to provide the QC Services and any Additional Services requested in advance of Delivery). Clearcast shall not be liable to you for any surcharge levied on you by a Publisher for any failure by you to meet such requirements;
- the payment of all air time fees and charges payable to any Publisher including without limitation cancellation fees and late copy surcharges unless the surcharge is imposed due to a failure by Clearcast to deliver an Asset on time in circumstances, provided that you have complied with your obligations under this Clause 1.7.
- You warrant to Clearcast that you have you or have procured the grant of all necessary rights, consents and permissions in your Submissions to:
- enable Clearcast to store the Assets and deliver them to Publishers and provide the Delivery Services; and
- make the Assets available to Publishers to Pull your Assets out of the Library for broadcast.
- Your company will indemnify on demand, and keep fully and effectively indemnified, Clearcast from and against any liability, losses, damages, costs (including legal fees) and expenses of any nature incurred by Clearcast directly or indirectly arising from any claim made against Clearcast:
- by a Publisher or any third party in relation to any Publisher Failure; and
- in respect of a breach of Clause 8.
- Clearcast shall provide the Delivery Services with reasonable skill and care and procure that the Delivery Services will be performed by reasonably skilled individuals.
- The delivery cap applies to when an order is placed not to subsequent delivery of the same clock to new destination.
Redelivery applies when the same clock is required to the same destination.
- This Addendum will apply only if you have requested to receive the Subtitling Services. This Addendum is subject to the terms of, and is incorporated in, the Additional Services Terms. In addition, the following expressions in this Addendum shall have the following meanings:
|Clearcast Delivery Services||has the meaning given in Addendum 1 to the Additional Services Appendix (“Delivery Services”).|
|Delivery||has the meaning given in Addendum 1 to the Additional Services Appendix (“Delivery Services”), and “Delivering” shall be construed accordingly.|
|Direct Dealing||has the meaning set out in Clause 2.1(iii).|
|In-House Subtitling||has the meaning set out in Clause 2.1(i).|
|Subtitle File||the digital file containing the Subtitles, which initially sits alongside, and is later merged with, the TVC File.|
|Subtitles||on-screen text which represents, and is synchronised as closely as reasonably possible to, the speech and sound-effects on the video version of an advertisement.|
|Subtitling Fees||means the fees for the Subtitling Services set out in the Additional Services Appendix Order Form.|
|Subtitling Supplier||a third-party supplier which provides Subtitles in respect of an Asset.|
|Subtitling Procurement||has the meaning set out in Clause 2.1(ii).|
|Subtitling Services||the services provided by Clearcast pursuant to this Subtitling Addendum, being either Direct Dealing, In-House Subtitling or Subtitling Procurement.|
|Subtitling Style Guide||the Clearcast subtitling guidance for TV commercials, as set out at Schedule A to this Addendum and updated by Clearcast from time to time.|
|TVC File||a ‘television cleared file’, i.e. an Asset that Clearcast has cleared for broadcast.|
|Working Hours||between 05:30 and 23:00 on any day that is a Working Day, and between 08:00 and 23:00 on any day that is not a Working Day.|
- All terms defined in the Additional Services Terms (and/or the Library Terms) will have the same meaning in this Addendum.
- In consideration for the Subtitling Fees and subject to your, and your Authorised Users’, compliance with the Library Conditions of Use and the Additional Services Terms, Clearcast will provide the Subtitling Services on the terms and conditions of this Agreement.
- Subtitling Services
- The Subtitling Services may comprise:
- Clearcast’s in-house service providing Subtitles in respect of an Asset then Delivering such Subtitle File along with the Asset (“In-House Subtitling”); or
- Clearcast procuring Subtitles from a Subtitling Supplier on behalf of your Company then Delivering such Subtitle File along with the Asset (“Subtitling Procurement”); or
- Clearcast Delivering, along with the relevant Asset, a Subtitle File that your Company has obtained from a Subtitling Supplier other than Clearcast (“Direct Dealing”).
- Your Company may only request Subtitling Services in respect of an Asset where it chosen to use Clearcast Delivery in respect of that Asset.
- All requests for Subtitling Services must be placed via the Library.
- Subtitling Services process and obligations
- Where your Company has requested In-House Subtitling or Subtitling Procurement, the relevant Asset will be sent to Clearcast’s in-house team or to the Subtitling Supplier (as appropriate) after the QC Services have been performed and the Asset has been deemed to comply with Clearcast’s technical requirements.
- Clearcast will use reasonable endeavours, to the extent practical, to procure that all Subtitles produced via In-House Subtitling and via Subtitling Procurement comply with the Subtitling Style Guide.
- All Subtitle Files will be Delivered in a format that has been tested and approved for broadcast by the relevant Publisher.
- Clearcast shall provide the Subtitling Services with reasonable skill and care and procure that In-House Subtitling and Subtitling Procurement Services will be performed by reasonably skilled individuals.
- Your Company acknowledges and agrees that, provided Clearcast has Delivered the Subtitle File, it cannot be responsible or liable for ensuring that the Subtitles are broadcast by the Publisher(s).
- Turn-around times
- Subtitle Files produced via Procured Subtitling will be available for Delivery within the timescales set out in the Additional Services Appendix Order Form.
- Where Clearcast is providing In-House Subtitling, the Subtitle File will be available for Delivery in accordance with the timescales set out in the Additional Services Appendix Order Form. The period for calculating the turnaround time will commence either upon Clearcast’s receipt of the relevant request or the completion of the steps set out at 3.1 above, whichever is the later.
- This Addendum will apply only if you have requested to receive the TV Admin Services. This Addendum is subject to the terms of, and is incorporated in, the Additional Services Terms. In addition, the following expressions in this Addendum shall have the following meanings:
|Clearance||the approval of the publication or broadcast of an Asset according to regulatory or Publisher requirements.|
|Company Supplier||any third party who has contracted with the Company or its agent for the supply of goods and/or services (including, without limitation, any Media Owner, media buying house, production house, independent film producer, or relevant clearance bodies).|
|Copy Advice||advice on a proposed Asset or advertising campaign provided by a Self-Regulatory Organisation, where available, usually on a non-binding basis.|
|Copy Rotations||instructions to the Media Owner from the media buying agency or other Company representative about where and when an Asset should appear or be broadcast.|
|Deadlines||any deadlines imposed by: (a) a Media Owner for the receipt of commercials and associated documents; and/or (b) a clearance body for the submission of Clearances.|
|Instruction||a written request prepared by the Company detailing the TV Admin Services it requires (together with all relevant supporting information) and submitted to Clearcast by email (or as otherwise agreed by the Parties in writing).|
|Management of Copy Advice Services||any or all of the services set out at Clause 2.2, as set out on the Additional Services Appendix Order Form.|
|Media Owner||a company, firm, body or other person or entity (being a broadcaster, media owner and/or media service provider) (or any of their representatives) responsible for the publication or broadcast of the relevant Asset.|
|One‑off Service||Services in respect of a single Instruction only.|
|On-going Services||Services in respect of an unlimited number of Instructions during the Term.|
|Self-Regulatory Organisation||a body or organisation which may have been set up and funded by the advertising industry to apply a code or rules regulating advertising content and/or scheduling or an organisation that has significant experience within the field of advertising for a specific country/region.|
|TV Admin Fees||the portion of the Additional Services Fees attributable to the TV Admin Services, as set out in the Additional Services Appendix Order Form or otherwise agreed in writing between the Parties.|
|TV Admin Services||any or all of the services set out in Clause 2.1, as set out on the Additional Services Appendix Order Form, together with any additional services agreed by the Parties in writing from time to time.|
|TV Admin Term||the duration of this Addendum, as set out on the Additional Services Appendix Order Form or as otherwise agreed between the Parties in writing.|
|Working Hours||from 9:00 to 17:00 on Working Days.|
- All terms defined in the Additional Services Terms (and/or the Library Terms) will have the same meaning in this Addendum.
- In consideration for the TV Admin Fees and subject to your, and your Authorised Users’, compliance with the Library Conditions of Use and the Additional Services Terms, Clearcast will provide the TV Admin Services during the TV Admin Term on the terms and conditions of this Agreement.
- TV Admin Services
- The TV Admin Services may comprise any or all of the following services:
- UK Clearance Services:
- registration on Clearcast’s CopyCentral system;
- arranging for Asset clearance via CopyCentral as required by applicable law, Self-Regulatory Organisations and/or by the Media Owner;
- uploading Submissions to CopyCentral; and
- facilitating the clearance process by liaising with clearance executives and the Company;
- Subtitling and localisation:
- arranging for the translation of an Asset or one or more Submissions, for international Assets are required in the UK (or vice versa); and
- arranging for the subtitling and delivery of an Asset;
- Delivery and Copy Rotations:
- management of delivery orders to UK and international destinations; and
- management of Copy Rotations in the UK and internationally via appropriate mechanisms; and
- Ad Hoc services: providing any other services as agreed between the Parties from time to time.
- The Management of Copy Advice Services may comprise any or all of the following:
- obtaining fee quotes from the applicable Self-Regulatory Organisation(s), relevant regulatory experts and/or Media Owner in respect of Copy Advice or Clearance services required by the Company. In each case, the Company will set out in an Instruction the scope of the Copy Advice required, the relevant media and territories in which the Asset is intended to be displayed or made available, and any additional information that Clearcast may reasonably require. Clearcast will promptly provide any such fee quotes to the Company;
- engaging the Self-Regulatory Organisation(s), relevant regulatory expert(s) or Media Owner(s) on behalf of the Company or its client to proceed with the provision of the required Copy Advice or clearance;
- collating the Copy Advice or clearance received from a Self-Regulatory Organisation, relevant regulatory experts and/or Media Owner in its original form and forwarding such Copy Advice to the Company in any form reasonably required by the Company; and
- managing the invoices received from the Self-Regulatory Organisation(s), relevant regulatory expert(s) or Media Owner(s) for the fees incurred in respect of the Copy Advice provided (“Regulator Fees”), and paying such Regulator Fees on behalf of the Company, provided that:
- the Company accepts and agrees that the Regulator Fees shall be separate from, and additional to any TV Admin Fees; and
- the Company shall reimburse Clearcast upon demand for all Regulator Fees paid on its behalf.
- Request for services
- The Company shall submit each Instruction to Clearcast in writing unless the parties have expressly agreed otherwise.
- The Company shall provide all information reasonably requested by Clearcast in order to supply the TV Admin Services in accordance with the Instruction and shall ensure that such information is true and accurate in all material respects.
- TV Admin Services
- Clearcast will provide the TV Admin Services during Working Hours. Where the Company requests Clearcast to provide any TV Admin Services outside Working Hours, there may be additional fees payable by the Company, such fees to be agreed between the Parties. For the avoidance of doubt, if Clearcast is not able or willing to provide the TV Admin Services outside Working Hours or if the Parties are unable to agree the additional fees, Clearcast shall be under no obligation to provide the TV Admin Services outside Working Hours.
- Clearcast shall ensure that the TV Admin Services are carried out by personnel who are appropriately and adequately trained exercising due care and skill and according to good practice in the industry.
- Except as set out in this Agreement or otherwise agreed in writing between the Parties, Clearcast shall not act in any way which will incur any liabilities on behalf of the Company or pledge the credit of the Company.
- Clearcast shall comply with all reasonable and lawful instructions of the Company from time to time and shall not enter into any contracts as agent of the Company whereby the Company will be a principal without the express, written authority of the Company on each occasion.
- The Company shall:
- ensure that all Instructions are materially complete and accurate; and
- provide to Clearcast, promptly upon request, all necessary documents, information and materials required by it or by a Self-Regulatory Organisation, relevant regulatory expert or Media Owner in connection with the provision of the Management of Copy Advice Service.
- The Company shall:
- Deadlines may vary depending on the TV Admin Service requested and the country or countries requested for. Clearcast will use its reasonable endavours to provide deadlines for the submission of Instructions with complete documentation for legal or copy advice, or clearance and obtain the required Service within these Deadlines. All Instructions for Management of Copy Advice Services or Clearance should be delivered to Clearcast allowing sufficient time to meet the Deadline. Clearcast will as part of the quote provide advice on the likely timing for the delivery of the Service.
- Clearcast will raise invoices for the TV Admin Services as follows, unless otherwise agreed:
- an invoice for a One‑off Service will be raised on completion of that One-off Service;
- invoices for On-going Services for Business Affairs will be raised at the end of each month, for Services provided during that month; and
- subject to Clause 2.2(iv)(b), invoices for approved third party fees will be paid by the Company as agreed by the parties in writing.
- Clearcast will raise invoices for the TV Admin Services as follows, unless otherwise agreed:
- The Company acknowledges and agrees that Clearcast shall not be responsible for making any payments for or on behalf of the Company unless expressly stated in the Instructions accepted by Clearcast. Clearcast shall, however, be responsible for making payments to third party suppliers that are offered as a part of Clearcast’s Services (such as, but not limited to, subtitling of Advertisements, post-production, UK and international Clearances, and expert consultants).
- Clearcast shall not be held liable to the Company for any losses whatsoever which arise from:
- any breach by the Company of this Addendum (including any failure by the Company to submit materials within the agreed timescales in order to meet any Deadlines); and/or
- any mistakes appearing in any documentation produced by Clearcast as part of the TV Admin Services that are as a result of:
- any Instructions provided to Clearcast by the Company; or
- any information or documentation provided to Clearcast by a Company Supplier.
- Clearcast shall not be held liable to the Company for any losses whatsoever which arise from:
- Without prejudice to any of Clearcast’s other rights or remedies available under this Agreement or at law, the Company shall reimburse Clearcast immediately on demand for any late submission fees or other charges paid by Clearcast that were imposed by a Media Owner, clearance body (including Clearcast’s copy clearance charges for late clearance) or Self-Regulatory Organisation for failure to meet any Deadlines or requests where such failure is attributable to any breach by the Company of this Agreement.
- Clearcast can coordinate the clearance and submission processes but is not liable for ensuring or guaranteeing that any particular Asset may be broadcast in accordance with applicable law, regulation, or the code of any Self-Regulatory Organisation.
- The cost of this service is £500 + VAT (20%).
- Submissions will be handled directly by the Clearcast Fast Track manager, not by an agency’s usual Clearcast contact.
- Some submissions with certain types of claim or which raise contentious points could require further discussion within Clearcast or with an external technical consultant. Therefore not all submissions will be suitable for Fast Track feedback. All submissions will be assessed for Fast Track suitability when first submitted. There will be no charge if it is decided that a submission is not suitable for Fast Track, and the work will be transferred to the appropriate Clearcast contact for handling in the normal way.
- Normal Clearcast copy clearance requirements apply. This means that a submission will be checked against the BCAP code (or CAP code for VOD-only approval). Agencies will be advised on anything likely to be unacceptable or a problem e.g. on grounds of offence or harmful emulation. Under the BCAP code substantiation will be required for claims. Advice will be given on the wording of any necessary legal supers.
- Feedback will be given within 1 working day. I.e. if a submission is made at 2pm on Monday, feedback will be received by 2pm on Tuesday. If a submission is made at 4pm on a Friday, feedback will be received by 4pm the following Monday.
- Submissions can be Fast Tracked at any point – script, rough cut, or final clock – even if previous stages have been completed without Fast Track.
- Payment is once per advert. I.e. if an agency has paid for a script to be Fast Tracked, there is no need to pay again for the video to be Fast Tracked.
- Bulk discounts may apply depending on the nature of the submissions. In the case of parent and child clock submissions, there is only one charge for the parent submission with no extra charges for children.
- The service is open for short-form submissions intended to be shown on a channel or service for which we clear broadcast ads. Please see our Help Desk for a list of the channels and services we cover.
- 2 Hour TVC guarantees approval of a final TVC submission within 2 hours of upload.
- 2 Hour TVC is available only on final TVC submissions where a rough cut submission is already approved. The rough cut must be fully approved on the Clearcast system. Please provide the submission number of the rough cut when uploading the TVC submission.
- 2 Hour TVC is available for TVCs uploaded from 9am to 4pm, Mon-Fri (excluding bank holidays and other days when Clearcast is closed).
- If a TVC is uploaded for the 2 Hour TVC service outside of these times, the 2hr turnaround will start at 9am on the following working day.
- 2 Hour TVC costs £1000+VAT per clock.
- If the rough cut was not Fast Tracked, then the agency will be invoiced for one charge of £1000+VAT. If the rough cut was Fast Tracked, then the agency will see two separate charges; £500+VAT for the Fast Track preproduction, and a further £500+VAT for the 2 Hour TVC.
- Unlike standard Fast Track, there are no discounts for ‘child’ versions. E.g. with regular Fast Track, we would clear an ad saying a film is ‘Coming soon’ and the same ad saying the film is ‘Out now’ for just one Fast Track charge. With 2 Hour TVC, they would be a separate charge.
- If a TVC is uploaded for 2 Hour TVC when there is not an approved rough cut submission, then the TVC will be treated as a standard 24 hour Fast Track submission for a charge of £500+VAT. If the submission is not suitable for Fast Track it will be reallocated to the regular service and no charge will apply, as with regular Fast Track suitability assessment.
- Submissions made for the regular clearance service or 24 hour Fast Track cannot be moved over to the 2 Hour TVC service after they have been uploaded.
- The service is open for short-form submissions intended to be shown on a channel or service for which we clear broadcast ads. Please see our Help Desk for a list of the channels and services we cover.