Termination of the Client Services Agreement
You may terminate this Agreement simply by ceasing to submit any new broadcasts for publishing. Refunds will only be issued in accordance with the Terms and Conditions.
9.1 The Client Services Agreement will begin on the date when each of us has signed it, ("the Effective Date") and will continue for an initial minimum term of twelve (12) months from the date when the first broadcast from your confirmed Order is uploaded. At the end of that initial minimum term and at the end of each successive new term, the Agreement will automatically renew and you may continue uploading new broadcasts for publishing, each for a further twelve (12) months term from the date when it is uploaded. In accordance with the Terms and Conditions and without limiting our other rights or remedies, the Client Services Agreement may be terminated by either of us at the expiry of: (i) the initial minimum term for your latest broadcast published; or (ii) any subsequent renewal term. Until the Client Services Agreement is effectively terminated, we will continue to provide you with, and you may continue to upload, host, stream, distribute, publish and pay for, the Client Services.
9.2 Without limiting our other rights or remedies, each of us may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Client Services Agreement and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
(b) the other party commits a serious breach of its obligations under the Client Services Agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(f) the other party (being an individual) is the subject of a bankruptcy petition or order;
(g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (c) to (i) above (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.3 Without limiting our other rights or remedies, we may:
(a) terminate any Client Services Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under that Client Services Agreement by the due date for payment; and/or
(b) suspend the supply of Services under any Client Services Agreement or any other Agreement between us if you fail to pay any amount due under that Agreement on the invoice due date for payment.
10. Consequences of termination
10.1 On termination of the Client Services Agreement for any reason, Define Media shall cease to supply you with the Services and:
(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) the accrued rights and remedies of each of us as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
(c) any clauses which expressly or by implication have effect after termination shall continue in full force.
10.2. Cancellation of Contract Client Orders and Refunds Policy
a) You may cancel your confirmed Order within three (3) working days (beginning on the day after your Order is confirmed) if you have not used (uploaded and streamed to watch your broadcast or uploaded and stored your broadcasts(s) over 24 hours) any of the Storage & Delivery Credits from your confirmed Order on your GiGaSoft platform user account and for the TellYourStory network. In this case, you will receive a full or partial refund of the price paid for the Credits in accordance with our refunds policy (set out below). To cancel a confirmed Order within the qualifying timeframe, you must e-mail email@example.com, giving your cancellation notice and reasons for cancellation.
b) If you cancel your Order and the Client Services Agreement between us before any of the Storage & Delivery Credits have been used, we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the invoice amount paid minus any costs incurred for each day from the day when your order was confirmed. We will usually refund any money received from you using the same method originally used by you to purchase your Credits.
c) We will also offer a refund if we fail to encode and publish your content to any website, including on the embedded playlists or webtv channels on the TellYourStory network, when:
- the quality of content you uploaded is compliant with the acceptable type, as described in the Acceptable Use and Content policy in the Terms & Conditions of Website and Services Use and in the acceptable formats as described on the content uploader, or your use of our services complies with Define Media's House Rules found on our website at https://www.definemedia.net/page/terms-rules.
- the file type uploaded matches the accepted file types as displayed on the file upload page;
- our technical support team is unsuccessful in performing a manual upload of your content of an acceptable file type; and
- your file is otherwise found to be free of any viruses and is not corrupt and that your file can be viewed with other medium in a fully functional format and display as intended.
d) No compensation or refund will be made if you upload unacceptable file types and formats resulting in your content failing to display on our players, playlists and webtv channels that may be embedded on third-party websites or unacceptable quality of content, as described in the Acceptable Use and Content policy in the Terms & Conditions of Website and Services Use or as specified, from time to time, by our publisher partners in the TellYourStory network.
e) Please note that if you have used (uploaded and streamed to watch your broadcasts or uploaded and stored broadcast(s) over 24 hours) any of the Storage & Delivery Credits from your confirmed Order on your GiGaSoft platform user account and for the TellYourStory network, you are not entitled to receive a refund.
f) If your confirmed Order is for the TellYourStory (TYS-Gold) service package, the total number of broadcasts within the ordered package must be uploaded and published within 12 months from the confirmed Order date. Any broadcasts uploaded after the 12 months contract term for the current Order will be treated as a standard order and may not qualify for all the TYS-Gold package benefits unless a new 12 month term package is purchased.