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Terms & Conditions

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF A DIGITAL POINT OF SALE SYSTEM AND ADVERTISING SERVICES AT YOUR PREMISES (the “Agreement”)

Please read the following terms and conditions carefully. These terms set out your agreement with Sky UK Limited and Molson Coors Brewing Company (UK) Limited for the supply of an UpLift Media System in your premises.
When you or a third party acknowledges receipt of delivery of the UpLift Media System equipment at your premises you are accepting the terms of this Agreement. Your attention is particularly drawn to your obligations at Clause
6 and the exclusions and limitations on liability at Clause 11 and the Privacy Notice at Schedule 2.


Definitions

The following defined terms used in this Agreement shall have the following meanings:

Activation Date: The first date on which the System is activated to display adverts at the Site;

Business Day: means a day (excluding Saturdays) on which Banks are generally open in England for normal banking business;

Companies: means Sky UK Limited (Company Number 2906991) of Grant Way, Isleworth, Middlesex TW7 5QD and Molson Coors Brewing Company (UK) Limited (Company Number 26018) of 137 High Street, Burton on Trent, Staffordshire DE14 1JZ;

Gross Advertising Revenue: the proportion of the advertising revenue allocated to the Site for adverts booked on the UpLift Media System;

In Venue Adverts: means short (around 10 second) adverts relating to activities or promotions within the Site. All such adverts shall be in a format approved or follow the templates supplied by the Companies;

Minimum Term: has the meaning given in clause 2;

Monthly Venue Payment: has the meaning given in clause 3;

Monthly Venue Payment Period: runs from the 19th day to the 18th day of the following month;

Site(s): the Site Provider’s site at which the System is to be installed as notified by the Site Provider to the Companies;

Site Provider: the person, company or business entity that owns or leases the Site that is contracting with the Companies on the terms of this Agreement. If you are an individual you must be 18 or over to enter into this Agreement;

Specific Site Location: means the position of the System (and its constituent parts) as agreed between the Site Provider and the Companies;

System or UpLift Media System: The Companies' digital point of sale advertising system currently called the "Uplift Media System" comprising of TV screen(s), mounting TV brackets, and any device installed by the Companies to enable internet connectivity (i.e 3/4G device) together with any other hardware device or software that may subsequently be added to or incorporated within it from time to time by the Companies; and

Term: the period during which this Agreement continues.


  1. 1. General

    1. 1.1 This Agreement sets out the terms upon which the Site Provider agrees that the Companies can
install, display and operate the System at the Site for the Term of this Agreement in return for a
 Monthly Venue Payment.
    2. 1.2 During the Term the Site Provider shall not enter into an agreement with another supplier of digital
point of sale screens.
    3. 1.3 The Site Provider warrants that it either owns the freehold interest in the Site, or has a leasehold or
other legal interest in the Site which gives it the right to lawfully occupy the Site and to have the
 System installed by the Companies (and for the System to remain fully operational at all times) and
will do so for the Term of this Agreement.
    4. 1.4 The Site Provider further warrants that no other third party can exercise any control, lien or any other
 such third party right that would frustrate or render this Agreement null and void and/or prevent the
recovery of the System by the Companies in accordance with this Agreement.
    5. 1.5 The Site Provider shall not disclose, allow or cause to be disclosed any commercially sensitive
 information regarding the Companies including (but not limited to) their business practices,
 commercial initiatives or key customer relationships.
    6. 1.6 The Companies' may from time to time provide the services and equipment to you under this
Agreement using their affiliates and third parties so any reference to the Companies should be
 construed accordingly.

  3. 2. Term

    1. 2.1 Subject to earlier termination in accordance with Clause 12, this Agreement shall commence on your
 acceptance of delivery of the equipment via the Proof of Delivery form and continue for a minimum
 period of 12 months ("Minimum Term") from the Activation Date. The Agreement shall continue after
the Minimum Term until either party terminates it in accordance with Clause 12.

  5. 3. Monthly Venue Payment - Value

    1. 3.1 The Monthly Venue Payment payable to the Site Provider for use by the Companies of the Site for the
 Term shall be as set out in Schedule 1, which will be payable on a monthly basis 1 month in arrears
 in accordance with clause 4.1, provided that the System remains Sufficiently Loaded with
 advertisements otherwise will be paid in accordance with clause 3.2.
    2. 3.2 If in any month, the Companies’ have been unable to sell any advertising on the System in any Site then no payment shall be made for that month.
    3. 3.3 Should the Companies introduce any additional services that the Site Provider elects to take, then the
 Companies shall pay/deduct the fees in accordance with the terms of the additional product/service.
    4. 3.4 The Companies without notice reserve the right to withhold the Monthly Venue Payment in any month
 if any of the Site Provider's obligations under this Agreement are not met.
    5. 3.5 The Companies can change the Monthly Venue Payment and/or its repayment structure generally at
 any time on giving the Site Provider 30 days' notice.

  6. 4. Monthly Venue Payment - Payment Terms

    1. 4.1 Subject to clauses 4.2 and 4.3, the Monthly Venue Payment shall be paid in pounds sterling and shall be
 submitted by the Companies to the Site Provider's Business Bank Account 1 month in arrears on the
 28th day of the month or the next Business Day if the 28th is not a Business Day. The first month's
 Monthly Venue Payment will be pro-rated to the last day of Monthly Venue Payment Period). By way
 of illustration, the Monthly Venue Payment for 19 Feb to 18 March 2016 is payable on the 28 April
 2016.
    2. 4.2 The Site Provider must supply their e-mail address to allow the Companies to provide the Site Provider
 with electronic remittance advice or other such document as proof of payment of each monthly 
payment paid by the Companies within 5 Business Days of the end of each month. It is the Site
 Provider's responsibility to ensure that the Companies have a valid and up-to-date email address at
 all times during the Term. The Site Provider acknowledges that failure to do so may result in payment
 for a given period not being received until the next payment run in which the Site Provider has
 complied with its obligations in this regard.
    3. 4.3 The Site Provider must provide their Business Bank account details to the Companies in order for the Companies to pay the Monthly Venue Payment. You must notify the Companies if these change at any time during the Term. The Companies shall not be liable to you for any Monthly Venue Payment if you have not provided these details before a payment is due or for any missed payments if you have not updated your details in accordance with this clause 4.3.
    4. 4.4 On termination of this Agreement if a Monthly Venue Payment is to be paid it will be paid in
 accordance with Clause 12.3.

  7. 5. The Companies' Obligations

    1. 5.1 The Companies shall be responsible for the delivery and installation of the System to the Site. All
 installation works are to be carried out by the Companies in a location at the Site specifically agreed
 with the Site Provider.
    2. 5.2 All maintenance and/or repairs shall be undertaken by the Companies during the Term. The
 Companies reserve the right to maintain, repair, replace, enhance, extend, add to or upgrade any part
 of the System at any time upon giving reasonable notice to gain access to the System. This may include 
adding supplementary technologies, for example, connectivity dongles.

  8. 6. Site Provider's Obligations

      The Site Provider shall:

    1. 6.1 ensure that the System remains in the Specific Site Location and that the System (or any part thereof) 
is not moved either within the Site or taken off Site without the prior written approval of the
 Companies;
    2. 6.2 acknowledge receipt of the equipment supplied by the Companies in advance of an install by signing 
a Proof of Delivery form. Where the Companies are in receipt of a valid Proof of Delivery but the
 equipment supplied is not found to be on the Site at the point of installation, the Companies shall be
 entitled to recover the cost of the equipment supplied up to a value of £1,000 (ex VAT);
    3. 6.3 not alter or in any way interfere or tamper with or attempt to repair the System;
    4. 6.4 not, at any time, allow anyone other than the Companies access to the System except any of its
 employees, agents or any other third party for the purpose of turning power on and off, unless
 otherwise specifically requested or authorised to do so in writing by the Companies;
    5. 6.5 ensure that the System is always turned on and operating during all normal Site opening hours; or
 such other hours as are agreed by the Companies in writing;
    6. 6.6 ensure that the System is not hidden (in whole or in part) or obscured in any way whatsoever and
 that the Specific Site Location is kept clean and tidy at all times;
    7. 6.7 notify the Companies immediately but within no more than 12 hours of any problems or System
 failures of which it becomes aware;
    8. 6.8 allow the Companies access to the System or any part of it at all times, upon the Companies giving
 reasonable notice, for the purposes of carrying out checks, maintenance or repair or to change or
 remove the System or any other such related or similar activity;
    9. 6.9 maintain the relevant 240v.electrical power supply at all times to fulfil the requirement in clause 6 at
 its own cost;
    10. 6.10 not permit another party other than the Companies to install and/or operate any digital and/or other
 medium that carries advertising and/or interacts with mobile devices e.g. beacons within the Site;
    11. 6.11 at all times keep the System clean, free from dust and debris, and otherwise in good condition in
 accordance with the Welcome Booklet;
    12. 6.12 at all reasonable times and by prior arrangement to allow the Companies access to the Site for the 
purposes of carrying out customer surveys, PR activities or similar activities;
    13. 6.13 to immediately notify the Companies in writing or by phone of any change to wet or dry products
 being stocked and/or sold and of the existence of any trading agreements with wet or dry product
 suppliers. For the avoidance of doubt, the Site Provider shall not provide any information which is
 competitively sensitive (including without limitation the prices it pays its suppliers for those
 categories of product);
    14. 6.14 to supply and maintain internet connectivity for the System to the required download speed of 4mbps
 allowing up to 4GB of data usage pcm to allow effective operation of the System. If an existing
 internet service exists at the Site then the System will be connected to such service otherwise this 
may be provided separately by the Companies. The provision of such connectivity by the Companies
 will be subject to separate terms which the Site Provider must adhere to. If connectivity is provided
 by a third party then the Site Provider warrants that such service can be used in connection with the 
System;
    15. 6.15 to immediately notify the Companies of a change in internet service provider if the provider is being
 used to support connectivity to the System;
    16. 6.16 The Site Provider shall at all reasonable times allow access for the Companies to undertake pre-
installation surveys; and
    17. 6.17 In the event that the Site Provider delays, disrupts, interrupts, varies, refuses access or otherwise 
adversely affects the installation of the System including the pre-installation survey, installation or
 maintenance visit ("disruption") the Companies may deduct all reasonable costs of such disruption
 from the Site Provider by way of a separate charge or a deduction from the future Monthly Venue
 Payment otherwise due to the Site Provider. The Companies will issue a Change Order to record the 
disruption and the cost of it. The Site Provider shall also be liable for labour and equipment costs 
caused as a result of wilful neglect or negligence of the System.

  9. 7. Advertising Content

    1. 7.1 The Companies rely on paid for advertising content on the System for the viability of the providing the
 System and so the Site Provider acknowledges that the Companies make the final decision as to what
 advertising content is displayed on the System.
    2. 7.2 The Companies will not allow or permit any advertising content to be displayed that may adversely
 affect the business of the Site Provider in the event of and provided that the Site Provider first notifies 
the Companies in writing of any such advertising content.
    3. 7.3 The Companies will provide the Site Provider with up to four advertising slots (of up to 10 seconds) on the System for In Venue Adverts. The available volume of such slots to you will depend on the Companies’ ability to sell third party advertising in such slots. If the Site Provider chooses to do so then it will be subject to separate terms for such service to which it must adhere to (a copy of such terms can be found on the portal for In Venue Advert submission). The Companies reserve the right to not publish the In Venue Advert if it does not comply with such terms.

  10. 8. Ownership and Title

    1. 8.1 Ownership and title to the System and any part of it shall remain the property of the Companies at
 all times and the Companies reserve the right to remove the System immediately upon giving written
 notice in accordance with clause 14.

  11. 9. Insurances

    1. 9.1 During the Term the Site Provider shall, at all times, be responsible for maintaining or causing to be
 maintained appropriate building and contents insurance cover with a reputable insurance provider
 against all insurable risks (including, but not limited to, accidental or malicious damage, fire, theft,
 vandalism and power surges), ensuring that the System is covered by the policy to its full replacement value, which does not exceed £1,000 (one thousand pounds) per System. In the event that the System
 is not insured and losses are incurred as a result by the Companies the Site Provider shall immediately 
make good such losses. Such losses will be treated and recoverable as a debt by way of a separate 
charge or a deduction from the future Monthly Venue Payment, at the Companies' discretion.

  12. 10. Downtime

    1. 10.1 If in the opinion of the Companies the System is rendered inoperable (in whole or in part) through
 any reasonably preventable action and/or default and/or omission by the Site Provider or any of its
 employees, servants or agents, the Companies reserve the right (as non-exclusive remedies and 
without prejudice to their rights generally in law) to:
      1. 10.1.1 extend the Term for a period equivalent to the period the System was rendered inoperable
 without additional payment; and/or
      2. 10.1.2 adjust on a pro-rata basis the Monthly Venue Payment for the period during which the
 System was rendered inoperable.

  13. 11. Exclusion and Limitation of Liability

    1. 11.1 The Site Provider acknowledges that the System is dependent upon the availability of an internet
 connection, as well as for System upgrades, repairs, maintenance and modifications. The Companies
 do not warrant that the System service will be available continuously throughout the Term.
    2. 11.2 The Site Provider shall at all times be solely responsible for ensuring that other equipment and/or
 systems within the Site do not adversely interfere with or affect the satisfactory operation of the
 System.
    3. 11.3 Neither Company shall be responsible for:
      1. 11.3.1 any indirect or consequential loss resulting from a breach of contract, negligence or other
 tort on the part of either Company, its officers, employees or agents;
      2. 11.3.2 Any failure in their performance of this Agreement caused by events outside their
 reasonable control;
      3. 11.3.3 Any loss to the extent such loss is caused by the Site Provider's breach of this Agreement or
 negligence (or other tort);
      4. 11.3.4 The termination of this Agreement in accordance with its terms.
    4. 11.4 This clause 11 sets out the Companies' entire liability in relation to this Agreement.
    5. 11.5 Notwithstanding any other provision, nothing in this Agreement shall restrict the Companies' liability
 for death, personal injury, fraud, or for any other matters which it is unlawful to exclude or limit their
 liability for as a matter of law.
    6. 11.6 Without prejudice to the other provisions of this clause 11, the Companies' entire liability to the Site
 Provider pursuant to this Agreement for any loss howsoever suffered or occurring shall be limited to
 the total Monthly Venue Payments paid (or payable) in the 12 month period preceding the relevant
 claim(s).

  14. 12. Termination

    1. 12.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or
 remedies, the Companies may terminate this Agreement by giving at least 30 days' written notice to
 the Site Provider.
    2. 12.2 The Site Provider may terminate this agreement by giving the Companies no less than 30 days' written
 notice:
      1. 12.2.1 any time after the end of the Minimum Term; or
      2. 12.2.2 to expire at the earliest on the date on which the variation takes effect, if the Companies has
 given notice to you of a variation in accordance with Condition 3.5 during the Minimum
 Term.
    3. 12.3 Where the Site Provider terminates this agreement in accordance with Clause 12.2, the Monthly Venue
 Payment will continue to be paid in accordance with this Agreement during the period of any notice.
    4. 12.4 The Companies may terminate the Agreement with immediate effect if the Site Provider is in breach
 of any provision of this Agreement or upon notice where the Site Provider go into receivership or
 liquidation or become bankrupt or insolvent or make any composition with creditors.
    5. 12.5 The Site Provider may, in the event that the Companies fail to pay the Monthly Venue Payment for
 three consecutive months, save where it is permitted to withhold such payment in accordance with
 clause 3.4 or is doing so with the Site Provider's consent, terminate this Agreement immediately by
 giving written notice to the Companies.
    6. 12.6 Following Termination of this Agreement the Companies reserve the right to remove the System from
 the Site within a reasonable time from receipt of the written notice. If the Site Provider terminates
 prior to the end of the Minimum Term (save where it has a right under this Agreement to do so), the
 Site Provider must reimburse the Companies for the reasonable losses suffered including the cost of
 removing the System, administration costs and the loss of advertising revenue which the Companies 
would have otherwise earned during the Minimum Term.
    7. 12.7 Until the System is removed by the Companies the terms of this Agreement shall remain in full force 
and effect, save that no Monthly Venue Payment will be paid beyond the Termination date.

  15. 13. Assignment

    1. 13.1 The Companies may at any time assign, transfer, charge, subcontract, novate or deal in any other
 manner with all or any part of its rights or obligations under this Agreement, provided that the 
transfer will not affect your rights under this agreement. The Site Provider will do all acts and execute 
all documents reasonably required by the Companies to give effect to such disposal.
    2. 13.2 The Site Provider may not assign, transfer, charge, subcontract, or deal in any other manner with all
 or any of its rights or obligations under this Agreement without the prior written consent of the
 Companies.

  16. 14. Notice

    1. 14.1 Any notice to be given under this Agreement must be in writing. A notice to the Site Provider may be
 sent by post or by email to, or in accordance with the Site Provider's details for correspondence. A
 notice to the Companies must be sent by paid post to UpLift Media P0 Box 1805, Livingston, West
 Lothian, EH54 7XG (or such address notified to the Site Provider).
    2. 14.2 All notices shall be deemed (until the contract is provided) to have been received three (3) days after
 posting or on the following day if sent by email.

  17. 15. Entire Agreement

    1. 15.1 This Agreement constitutes the entire agreement between the parties in relation to the System and
 supersedes and extinguishes all previous drafts, agreements, arrangements and understandings
 between them, whether written or oral, relating to its subject matter. Neither party is relying on any
 representation, understanding or implication by custom or practice in entering into this Agreement,
 save for its terms.

  18. 16. Third Party Rights

    1. 16.1 A person who is not a party to this Agreement shall not have any rights under or in connection with it.

  19. 17. Variation

    1. 17.1 The Companies may change or add to the terms of this Agreement as it believes necessary. Notice of
 such changes or additions or any other notice to be given by the Companies under this Agreement
 may be given by whatever written means the Companies choose.

  20. 18. Use of Data

    1. 18.1 The Companies are joint data controllers in respect of any personal data that is processed in the
 course of providing the UpLift Media System to a Site Provider. Each Company agrees that it will only
 process personal data in accordance with this Agreement and the relevant Privacy Notice as set out at
 Schedule 2, having regard to applicable data protection legislation. Neither Company shall be
 responsible for the processing of personal data by the other Company in beach of this clause 18.1.

  21. 19. Governing Law and Jurisdiction

    1. 19.1 This Agreement and any dispute or claim arising out of or in connection with it or its 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.
    2. 19.2 The Companies and the Site Provider irrevocably agree that the courts of England and Wales shall
 have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this
 Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Monthly Venue Payment

APPLIES TO SUBSCRIBERS TAKING THE UPLIFT MEDIA VENUE REVENUE SHARE PRODUCT

The Monthly Venue Payment to be paid to the Site Provider shall be 20% of the Gross Advertising revenue, which shall be payable in accordance with Clause 4. At their discretion, the Companies’ may pay a notional sum if such Gross Advertising Revenue falls below a de minimus amount.


APPLIES TO SUBSCRIBERS TAKING THE UPLIFT MEDIA BESPOKE RATE PRODUCT

The Monthly Venue Payment to be paid to the Site Provider shall be detailed in writing following the Site audit if it has not been confirmed separately in writing by Sky, which shall be payable in accordance with Clause 4.


APPLIES TO SUBSCRIBERS TAKING THE UPLIFT MEDIA ESTATE REVENUE SHARE PRODUCT

The Monthly Venue Payment to be paid to the Site Provider shall be 20% of the average Gross Advertising Revenue. This shall be calculated as the average Gross Advertising Revenue from all Sites within the Site Provider’s estate that take the UpLift Media Estate Revenue Share Product. Any such payment shall be payable in accordance with Clause 4.


Schedule 2

Privacy Notice

  1. A. By becoming a customer you agree that any member of the Sky UK group and any company which may succeed our businesses may use and share, within that group, the information you provide and other information we hold about you for account management and market research. Our business partners may also use this information for customer profiling purposes, analysis and market research. If false or inaccurate information is provided and fraud is identified, details may be passed to fraud prevention agencies. Law enforcement agencies may access and use this information. We and other organisations may also access and use this information to prevent fraud and money laundering, for example, when:
    1. • Checking details on applications for credit and credit related or other facilities;
    2. • Managing credit and credit related accounts or facilities;
    3. • Recovering debt;
    4. • Checking details on proposals and claims for all types of insurance;
    5. • Checking details of job applicants and employees;
    6. • We and other organisations may access and use from other countries the information recorded by fraud prevention agencies.

    In addition, we may provide information to third parties for the purposes of preventing or detecting crime or for the purpose of safeguarding national security. We also provide information when required to do so by law (for example under a court order) or in response to properly made demands in accordance with legislative powers. Disclosures made will be in accordance with applicable data protection legislation.

  2. B. Unless you have told us otherwise any member of the Sky UK group (and any company which may succeed our businesses) and third party Business Partners, may use and share the information you provide and other information we hold about you for the marketing of Sky’s and third parties’ products and services including for a reasonable period of time after you cease to be a customer. This may include contacting you for marketing by post, telephone, email or SMS and using and publishing information about your premises in applications designed to promote the availability of Sky services at your premises. If you haven’t already told us that you don’t want your information to be used as set out in this paragraph, then please call Sky Business Customer Service on 08448 244 244 (UK) or 0818 719 888 (Republic of Ireland) or send an email to sb2b@sky.uk