UK +44 (0) 330 380 1130 / USA +1 888 457 2611

Terms & Conditions

Last updated 12 October 2018

How are Terms and Conditions apply and what they cover

Our Terms and Conditions comprise the terms detailed on this web page/in this document, together with our Privacy Policy, our EULA (where relevant) and any other documents referred to on it (which are incorporated into these Terms and Conditions by reference), and tells you the terms and conditions on which you may make use of our website  (“Website”) and any services (“Services”) provided through it or through any other of our sites or portals where users are able to log in to receive our services (such Services include Blackbird) (together our Website and Services are referred to as our “Site”), whether as a guest or a registered user.   These Terms and Conditions also apply where you access our Services or software from a reseller in order to protect our intellectual property and to limit our liability to you; however the reseller is responsible for providing the Services (and where relevant software) to you and for charging you (where agreed) and we are not liable for their acts or omissions.

These Terms and Conditions take precedence over the terms of your Purchase Order and over any other terms you may seek to apply.

Please read these documents carefully before you start to use our Site and use our Services. By using our Site and our Services, you indicate that you accept these Terms and Conditions and that you agree to abide by them. If you do not agree to these Terms and Conditions, please refrain from using our Site and our Services.

Should you order or subscribe to specific products or Services from us (e.g. Blackbird, formally Forscene) then additional terms and conditions may apply as to charges and payment and duration of the Services (as set out in any quotation we may provide) and other terms may also apply, which you agree to comply with, and where this is the case you will be able to review and print them. You may also be asked to agree to these additional terms at the time you place an order for, subscribe or register for the products or services in question. In the event of any inconsistency between these Terms and Conditions and those applying to specific products or services (“Specific Terms”) the Specific Terms shall prevail to the extent of any conflict or inconsistency.

References to “you” and “your” are references to the person accessing and/or using our Site or Services.

References to “we”, “us” and “our” are references to Forbidden Technologies plc or its subsidiary or affiliated companies.

Where we provide software for you to download or use in your own environment this is supplied on the terms of our EULA.  In the event of any conflict or inconsistency between the terms of the EULA and these Terms and Conditions the terms of the EULA shall prevail.

Information about us

Our Site is currently operated by us. We are a public limited company registered in England under company number 3507286 and we have our registered office and main trading office at:

Forbidden Technologies plc
Tuition House
27-37 St. George’s Road
London
SW19 4EU
United Kingdom

tel: +44 (0)330 380 1130
fax: +44 (0)20 8946 4871
email: info@blackbird.video

Our VAT number is 744351440.

Charges

It is agreed that:

  • We may invoice you as provided in the applicable quotation (or as otherwise permitted by these Terms and Conditions including any documents referred to in it) and you shall pay each invoice within 30 days after the date of such invoice.
  • If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies we may have:

(i)            we may, without liability to you or your clients, disable your account and access to all or part of any software and Services and the we shall be under no obligation to provide any or all of the software and Services while the invoice(s) concerned remain unpaid; and

(ii)           interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of NatWest from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

  • All amounts and fees due to us:

(i)            shall be payable in pounds sterling or in the currency referred to in the applicable quotation;

(ii)           are non-cancellable and non-refundable;

(iii)          are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate where applicable; and

(iv)          shall be paid by you in full without withholding or deduction of, or in respect of, any tax or duty unless required by law. If any such withholding or deduction is required, you shall pay us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.

Accessing our Site and using our Services

Access to our Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the products and services we provide on or via our Site without notice (see below). We will not be liable if for any reason our Site is unavailable at any time or for any period save to the extent we have made any express commitments to you about the availability of our Services.

From time to time, we may restrict access to some parts of our Site, or our entire Site, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, to be used only in relation to your use of the Services, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms and Conditions. You are responsible for making all arrangements necessary for you to have access to our Site and use our Services. You are also responsible for ensuring that all persons who access our Site and use our Services through your internet connection are aware of these Terms and Conditions and that they comply with them.

You will comply with all applicable laws and regulations with respect to your use of the Site and the Services, will provide all necessary cooperation and assistance, and will comply with any security and use policies we may from time to time apply to the Site and Services.  You will not misuse the Site or our Services or seek to interfere with their operation.

You may not use, copy, modify or transfer the Site (including the Services) (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in These Terms and Conditions.  You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Site (including the Services), except as expressly permitted by applicable law notwithstanding the foregoing prohibition. You may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Site (including the Services).

Intellectual property rights

Our Website and Trade Marks

We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it (except for any user-generated content). Those works are protected by copyright laws and treaties around the world:

Blackbird® is a registered  trademark of © Forbidden Technologies plc.. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted on our Website.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged. You must not use any part of the materials on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our Webite in breach of these Terms and Conditions, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Our Services

Usage rights: We are the owner or the licensor of all intellectual property rights in our Services.  Such Services are provided for your personal use only on a non-exclusive non-transferable basis and only for use for your internal business purposes or as otherwise expressly set out in our quotation.  You agree not to use them for other purposes and not to resell them or to make them available to others unless and to the extent we expressly agree otherwise in writing with you.  You agree to comply with any use and user restrictions contained in any quotation we may have provided to you.

Without prejudice to any other rights or remedies we may have, you agree that we have the right to levy additional charges where you operate outside the terms of your usage rights.

Reliance on information posted

Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Site, or by anyone who may be informed of any of its contents.

Our Site changes regularly

Our Website

We aim to update our Website regularly, and may change the content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely. Any of the material on our Site may be out of date at any given time, and we are under no obligation to update such material.

Our Services

Our Services are provided on a “as is” basis and we reserve the right to vary or suspend them from time to time.

Our liability

Our Website

The material displayed on our Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude in relation to our Website:

  • any liability for any direct, indirect or consequential loss or damage or for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable incurred by you or any user in connection with our Webite or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it, and including, without limitation any liability for:
    • loss of income or revenue;
    • loss of business;
    • loss of profits or contracts;
    • loss of anticipated savings;
    • loss of data;
    • loss of goodwill; and
    • wasted management or office time.

Our Services

We will use commercially reasonable efforts to provide the Services to you using reasonable care and skill.  No other warranties or guarantees are provided in relation to the Services.  To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude in relation to the Services:

  • any liability for any indirect or consequential loss or damage and any liability (whether direct or indirect) for:
  • loss of income or revenue;
  • loss of business;
  • loss of profits or contracts;
  • loss of anticipated savings;
  • loss of data;
  • loss of goodwill; and
  • wasted management or office time.

Our liability for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, arising out of or in connection with your receipt or use of our Services shall not exceed in aggregate the price paid for the Services which gave rise to the liability or liabilities in question.

The exclusions and limitations of liability in this section headed “Our Liability”  do not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

These Terms and Conditions (including the documents referred to in them) comprise the entire agreement between us and all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are hereby expressly excluded to the fullest extent permitted by law.

Information about you and your visits to our Site; Data processing

We process information about you in accordance with our Privacy Policy. By using our Site, you consent to such processing and you warrant that all personal data provided by you is accurate and up-to-date and can lawfully be supplied to us.

Where you provide personal data to us in relation to your use of the Services (e.g. personal data relating to any content you may upload) you acknowledge that you are the data controller in relation to such data and that we are the processor and you agree to comply with all applicable data privacy laws in relation to your processing of it.  You confirm that you are entitled to provide it to us for processing (which processing may take place outside the EEA).  Where we act as your data processor (processor) we will comply with our obligations under the General Data Protection Regulation (GDPR) to the extent applicable to us including (where relevant) the provisions referred to in Article 28(3)  of the GDPR which controllers are obliged to require processors to comply with.  We may appoint another processor without your consent provided we comply with the applicable provisions of the GDPR in that regard.

Uploading material to our Site

Whenever you make use of any interactive service (eg Blackbird, Clesh, Online Video Editor) on our Site you must comply with the terms of use (including any acceptable use policy) applicable to the service in question. You indemnify us for any non-compliance with such terms of use and any acceptable use policy and against any liabilities we may occur and claims which arise (whether for intellectual property infringement, breach of privacy, data privacy, defamation, infringement  of law, or in relation to any other cause of action) due to material which you upload to our Site or edit using our Services or (save where due to our fault) due to or arising out of your use of the Site, software and our Services.

Viruses, hacking and other offences

You must not misuse our Site and our Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any material posted on it, or on any website linked to it.

Linking to our Site

You may link to the Home Page on our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our Site must not be framed on any other Site, nor may you create a link to any part of our Site other than the Home Page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply with applicable law, must not contain any unlawful material or any other material which may reasonably detract from or harm our reputation and goodwill including without limitation material or information which:

  • is (or is likely to) infringe (or could encourage, assist or enable the infringement of) any third party’s intellectual property rights; or
  • is (or is likely to be), in our sole opinion: false, misleading, fraudulent, obscene, indecent, defamatory, offensive, discriminatory, abusive, blasphemous, inciting religious hatred, malicious, depicts or describes nudity or any sexual activities or practices, or is in any other way in bad taste or in bad faith; or
  • is (or is likely to be) in breach of any local, national or international criminal or civil laws or otherwise in violation of any law in any relevant jurisdiction.

If you wish to make any use of material on our Site other than as expressly permitted by these Terms and Conditions, please address your request to: info@forbidden.co.uk.

Links from our Website

Where our Webite contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Assignment / Sublicensing / sub-contracting

You shall not, without our prior written consent, assign, novate, transfer, charge, sub-contract, sub-license or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions and the contract you have with us.

We may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions and the contract you have with us.

Termination

Any specific Services that you order or subscribe to are made available to you for the period set out in our quotation (or if no such period is included in our quotation then for the period of [one year] from the date you first start using them) (“Initial Duration”) and unless either party gives the other at least 90 days prior written notice of termination to expire at the end of the Initial Duration the Services will automatically renew for successive terms equal in length to the Initial Duration (each such term a “Renewal Term”) Provided that either of us may in any event at any time also terminate the provision of the Services at the end of any Renewal Term by giving at least 90 days’ prior written notice to expire at the end of the current Renewal Term.    We may also immediately terminate your use of all or part of the Site and/or our Services at any time where you are in breach of any of the provisions of these Terms and Conditions or where you become insolvent, are unable to pay your debts or any other event occurs which we consider adversely affects your financial standing.  Upon termination you will immediately cease any use of our Services, software and/or Site as the case may be and you will delete any software and any other materials or information provided by us to you provided that you may retain your own content edited through using our Services and software.

Confidentiality

You will keep our confidential information secret and will not use it other than to the extent necessary for you to use our Services in accordance with these Terms and Conditions.  Our confidential information includes any information which by its nature or the circumstances of its disclosure ought reasonably to be considered confidential but does not extend to information which enters into the public domain other than due to your breach of these Terms and Conditions.  Where we enter into a business or commercial relationship to supply products or services to you (“business agreement”) such information includes the commercial terms of our arrangement and its existence.

Unless otherwise agreed and subject to the paragraph below, no party shall make, or permit any person to make, any public announcement concerning any business agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, regulation (including without limitation in the case of ourselves the AIM rules and Market Abuse Regulation (MAR))), any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

Nothing in this section headed “Confidentiality” shall prohibit or restrict us from publicly announcing the execution of any business agreement and the commercial arrangement with you.  We will  provide you with a draft of the proposed announcement before its issue and consider in good faith your reasonable suggestions as to any proposed amendments. In addition, you will give good faith consideration to issuing a statement in support of and/or otherwise endorsing the proposed commercial arrangement and the Services supply where reasonably requested to do so by us.

Force Majeure

We shall have no liability to you it we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, act of terrorism, civil commotion, malicious damage, cyber attacks, hacking, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.  Where reasonably practicable we will notify you of such an event and its expected duration.

Jurisdiction and applicable law

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Site and your use of our Services although we retain the right to bring proceedings against you for breach of these conditions and infringement of our rights in your country of residence or any other relevant country.

These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Variations

We may revise these Terms and Conditions at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these Terms and Conditions may also be superseded by provisions or notices published elsewhere on our Site.

Communication & publicity

In the event that your production is public knowledge you consent to our use of a publicity statement on social media, unless otherwise notified to us in writing.

Forbidden Technologies would like the opportunity to participate in certain PR activities with you in order to describe your use of Blackbird. Minimally this will include a publicity statement which would usually include a newsworthy quote from you, not to be unreasonably withheld. Unless you otherwise notify us in writing, it is assumed you consent to our use of such a publicity statement on social media.

Your concerns

If you have any concerns about material which appears on our Site, please contact us:

Forbidden Technologies plc
Tuition House
27-37 St. George’s Road
London
SW19 4EU
United Kingdom

tel: +44 (0)330 380 1130fax: +44 (0)20 8946 4871
email: info@forbidden.co.uk

Blackbird® is brand of Forbidden Technologies plc.

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