Terms & Conditions

Last Updated 20th December 2022

Our Terms and Conditions (“T&Cs”) comprise the terms detailed in this document, together with our Privacy Policy which is displayed on our website at www.blackbird.video/privacy-policy, applicable for any services (“Services”) provided by Blackbird plc to you.

By signing the Proposal or Statement of Supply (“SOS”), you indicate that you also accept these T&Cs, which take precedence over any document such as a Purchase Order, as well as any additional T&Cs such as charges, payment and duration of the Services (as set out in any Proposal or SOS). 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 Blackbird plc or its subsidiary.

Information about us

We are a public limited company registered in England and Wales under company number 3507286 and we have our registered office and main trading office at:

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

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

Charges

We will invoice you as per the Proposal or SOS and you shall pay each invoice on receipt. If we have not received payment within 30 days of the due date, and without prejudice to any other rights and remedies we may without liability to you or your clients, disable your account and access to all or part of any software and Services and we shall be under no obligation to provide any or all of the software and Services while the invoice(s) concerned remain unpaid.

All amounts and fees due to us:

(i) shall be payable in UK Sterling (unless agreed otherwise);

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

(iii) 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.

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 T&Cs. 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 T&Cs and that they comply with them.

You are responsible for ensuring users:

• do not enter personal data on the platform other than what is required to manage their account e.g. their email address;
• set secure passwords and keep them secure;
• that users log off after use; and
• users have screen locks after a period of inactivity.

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, any related documentation or copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in these T&Cs. 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).

Our Trade Marks

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

You must not modify any Blackbird copyright materials downloaded from the Site or use it separately from the Services.

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

Our Services

Usage rights: We are the owner or the licensor of all intellectual property rights in our Services. Such Services are provided on a non-exclusive non-transferable basis and only for use for your internal business purposes or as otherwise expressly set out in the SOS. 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.

Our Site is updated regularly

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

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 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 T&Cs (including the documents referred to herein) 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 (“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 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.

Uploading material to our Site

You must comply with the terms of use (including any acceptable use policy) applicable to the Services. 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.

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.

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 T&Cs 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 T&Cs and the contract you have with us.

Termination

Any Services made available to you in the Proposal or SOS are for the period set out therein. 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 T&Cs. 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 T&Cs. 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 T&Cs. 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.

Unless otherwise agreed 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 if 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 T&Cs 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 laws of England and Wales.

E.&O.E.