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Terms & Conditions

These Terms & Conditions are specifically for users of Dizplai Ltd, Company number 13962689, 5 First Floor, Richmond Street, Manchester, England, M1 3HF . Please refer to your full Software Licence Agreement, which forms part of your company’s contract with Dizplai, for additional details.

  1. Definitions
    1. The following definitions and rules of interpretation apply in these terms:“Agreement” means these terms, together with the Term Sheet and any appendices referred to in the Term Sheet;

      “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights and all similar or equivalent rights or forms of protection in any part of the world, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights;
      “License Term” means the term of the license to use the Software as set out in the Term Sheet;

      “Maintenance Release” means any release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version;
      “Parties” means together the Client and Dizplai;

      “Software” means the software supplied by Dizplai under this Agreement as set out in the Term Sheet including any Maintenance Release which is acquired by the Client during the Licence Term;
      “Specification” means the document detailing the specification of the Software;

      “Term Sheet” means the term sheet to which these terms for the supply of software are appended and which sets out the project specific details;

      In the Agreement, references to:

      1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      2. a reference to a company shall include any company, corporation or other body corporate and a partnership (whether a limited liability partnership or otherwise), wherever and however incorporated or established;
      3. the singular shall include the plural and vice versa (unless the context otherwise requires); and
      4. a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any sub-ordinate legislation made under it.
    2. A reference to writing or written does not include e-mail unless stated to the contrary in this Agreement.
    3. Any obligation in the Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
    4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be for illustrative purposes only and shall not limit the sense of the words preceding those terms.
    5. If there is any conflict or inconsistency between the documents forming the Agreement, the documents shall have priority in the following order:
      1. the Term Sheet.
      2. this Software Licence Agreement; and
      3. any other Appendix (as identified in the Term Sheet).
  2. Grant of license
    1. In consideration of the Fee, Dizplai grants to Client a non-exclusive, irrevocable and worldwide license for the License Term to use the Software and Documentation in the course of business carried on by Client from time to time subject to, and on the terms of, this Agreement.
    2. Client shall not:
      1. reverse engineer, de-compile or disassemble the Software or attempt to do any of these things, except as permitted by applicable law.
      2. adapt or modify the Software in whole or in part.
      3. sub-license, assign or novate the benefit or burden of the license granted pursuant to Clause 2.1, in whole or in part, other than as expressly permitted by this Agreement; or
      4. use the Software or any copy except as expressly permitted by this Agreement and in accordance with all the provisions of this Agreement.
  3. Maintenance releases
    1. Dizplai will provide Client with all Maintenance Releases generally made available to its customers. Dizplai warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software.
  4. Warranties
    1. Each party warrants and represents to the other party on an ongoing basis that:
      1. it has full right and capacity to enter into and to perform its obligations under this Agreement; and
      2. it shall observe and comply, and shall ensure that its personnel observe and comply, with all applicable laws in the course of fulfilling its obligations under this Agreement.
    2. Dizplai warrants and represents on an ongoing basis that:
      1. it has all necessary rights, licenses, consents, permissions and business permits to enter into and perform its obligations under this Agreement.
      2. the Software will:
        (a) conform with the Specification and all descriptions set out in the Term Sheet and are fit for any purpose made known by Client.
        (b) be of satisfactory quality.
        (c) be free of any material defects; and
        (d) be fit for any purpose for which Client has specified it will use Software and/or for which Dizplai has represented to Client the Software is fit,
      3. it will ensure that no computer virus or similar destructive code is introduced into the Client computer equipment or systems by any act, omission, or negligence of Dizplai or any Supplier personnel, and will test the Software before delivering to Client to prevent the introduction of any computer virus into Client computer equipment or systems; and
      4. the supply or use by Client of the Software, or the grant of any license of any Intellectual Property Rights under this Agreement, will not infringe the rights (including Intellectual Property Rights) of any third party.
  5. Intellectual property rights
    1. Client acknowledges and agrees that all Intellectual Property Rights in and to the Software are owned by Dizplai or its licensors and shall, notwithstanding the terms of this Agreement, remain vested in Dizplai or its licensors.
  6. Termination
    1. When the Contract is terminated, as per the License Agreement, Client will no longer have access to the platform or any data stored on it, and it will be destroyed.
  7. General
    1. Neither Party may assign, novate, transfer or subcontract any of its rights, benefits or obligations under the Agreement without the prior written consent of the other Party, provided that Client may assign, novate, transfer or subcontract its rights and obligations under the Agreement to another member of the Client.
    2. Client agrees to use the Dizplai software only for preparing and transmitting broadcasts on linear or digital platforms, or for providing interactive services related to broadcast.
    3. When retrieving content from third party platforms using Dizplai, Client is bound by the Terms and Conditions of that platform. Client will only have access to data retrieved using APIs approved for use by the third party, and will only be able to use that data according to the Terms and Conditions provided by the Third Party. Failure to adhere to this may result in termination of your contract.
  8. Governing Law and Jurisdiction
    1. The 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 English law and the Parties 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).