1.1 This Mediahawk Technology Partner Agreement (“Agreement”) is an agreement between Media Hawk Ltd (‘Mediahawk’) a company incorporated in England and Wales (Company number: 4432034) whose registered office is at 28–31 The Stables, Wrest Park, Silsoe, Bedfordshire, MK45 4HR and the Technology Partner as signed.
2.1 “API Service Limits” means the number of Services that can added to an account.
2.2 “API Rate Limits” means the number of requests to and from an API
2.3 “Beta Previews” means software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
2.4 “Customers” are end-users who are customers of the Technology Partner.
2.5 “Services” are Mediahawk’s products and services made available to the Technology Partner to sell to Customers.
2.6 “Standard Terms and Conditions” means the terms which can be viewed at https://www.mediahawk.co.uk/terms-and-conditions/
2.7 “Technology Partner,” means any person or entity that has been accepted to the Technology Partner Programme in accordance with the terms of this Agreement.
2.8 “Technology Partner Programme” shall mean the programme by which a Technology Partner sells Mediahawk Services directly to Customers.
3.1 Mediahawk hereby appoints the Technology Partner on a non-exclusive basis as one of its authorised partners to promote and sell the Services directly to Customers in accordance with Mediahawk’s Standard Terms and Conditions but subject to the clauses below.
3.2 The Services and rates agreed shall remain in place under the terms of this contract provided that the Technology Partner has an active account.
3.3 The Technology Partner shall not have authority to vary or commit to the Services on Mediahawk’s behalf.
3.4 Mediahawk reserves the right at any time and in their sole discretion to modify or remove any Services without notice and without penalty.
3.5 Mediahawk reserves the right to set API Service Limits to restrict purchase of Services.
3.6 Mediahawk reserves the right to set API Rate Limits on the Technology Partner API access.
4.1 The Technology Partner hereby undertakes and agrees that it shall:
4.1.1 not commit to supply any customer with any Service unless Mediahawk has accepted the customer’s order;
4.1.2 act in the best interests of Mediahawk and ensure that customers understand their contractual obligations under Mediahawk’s prevailing Standard Terms and Conditions;
4.1.3 not accept orders or make contracts on behalf of Mediahawk and not make or give any promises, representations, warranties or guarantees with reference to the Services except such as are consistent with Mediahawk’s literature;
4.1.4 not incur any liability on behalf of Mediahawk;
4.1.5 promote the Services in a form and manner consistent with Mediahawk’s literature and not to bring Mediahawk or its brand into disrepute;
4.1.6 inform Mediahawk immediately of any changes in the Technology Partner organisation or methods of doing business which might affect the performance of the Technology Partner obligations hereunder;
4.1.7 comply with all Mediahawk rules and regulations concerning the marketing and sale of the Services;
4.1.8 in all its marketing and publicity material and in dealings with third parties, the Technology Partner shall make it clear that it is an authorised Technology Partner of Mediahawk and not otherwise connected to or associated with Mediahawk;
4.1.9 ensure that the Technology Partner’s employees possess the necessary skills, experience and qualifications to perform their jobs in a professional manner;
4.1.10 at all times maintain a high standard of customer service and fault handling when dealing with customer;
4.1.11 provide to Mediahawk such information in respect of customers as may be required to supply the Services;
4.1.12 take reasonable steps to ensure that their Customer’s do not breach the PhonepayPlus Code of Practices, OFCOM regulations or other prevailing regulations.
4.1.13 without Mediahawk’s prior written consent, which may be via email, not:
(a) make any statements about the Services which are inconsistent with the supplied documentation;
(b) make derivative works based upon the Services or other Mediahawk intellectual property;
(c) build a competitive Service;
(d) make or have made a Service using or copying ideas, features, functions or graphics of the Services;
(e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the Services, or permit or induce any of the foregoing; or
(g) use the Services for testing a competitive product.
4.1.14 not transfer, resell, or make available to third parties our services, except to your Customers as part of the software applications you develop or products and services you offer
4.1.15 be responsible for their customers, including all of their activities.
5.1 Mediahawk will use reasonable endeavours to provide the Services with reasonable skill and care.
5.2 Mediahawk will use reasonable endeavours to provide the Services for 24 hours per day throughout the year but shall not be liable for any failure to provide the Services whether this failure arises from a technical failure or otherwise.
5.3 Mediahawk shall be entitled to:
5.3.1 change the technical specification of the Services where necessary for commercial, operational, statutory or regulatory reasons;
5.3.2 suspend the Services for any reason including but not limited to those detailed in section 7.
5.4 Mediahawk will have no obligation under the Agreement for any claim arising from access or use of Beta Previews. The Technology Partner may choose to use Beta Previews in its sole discretion. Beta Previews may not be supported and may be changed at any time without notice. Beta Previews may not be as reliable or available as the Services.
6.1 The Technology Partner shall pay Mediahawk invoices in full within 30 days of the invoice date.
6.2 The Technology Partner shall purchase Services from Mediahawk at the agreed rates.
6.3 Payment for Services is due from time of delivery and remain payable until termination of this agreement.
7.1 This Agreement may be terminated by either party at any time by providing one month’s written notice.
7.2 Either party may terminate the Agreement immediately if the other party is in breach of its obligations.
7.3 Mediahawk has the right, without notice to the Technology Partner, to terminate this agreement immediately or suspend provision of any part or all of the Service where Mediahawk believes, in its opinion that:
7.3.1 the Technology Partner has failed to timely pay Mediahawk any amount due to Mediahawk under this or any other agreement between the parties;
7.3.2 the Technology Partner has entered into any form of insolvency or administration;
7.3.3 the Technology Partner has performed, or threatened to perform, any act which might undermine the technical, commercial or other viability or integrity of any of the Services;
7.3.4 the Technology Partner promotes products or services that are directly competing with Mediahawk to existing Mediahawk Customers;
7.3.5 in Mediahawk’s opinion the Technology Partner has misused or abused the API Rate or API Service Limits;
7.3.6 if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Mediahawk to legal liability.
7.4 Any such termination shall not prejudice any of Mediahawk’s rights or claims.
8.1 Upon termination of this agreement the Technology Partner shall:
8.1.1 pay to Mediahawk any such monies which may be outstanding on the Technology Partner account;
8.1.2 remove all links and graphics from its web site, and refrain from publishing the same in any manner;
8.1.3 lose all rights and licenses under this agreement;
8.1.4 terminate use of any of Mediahawk’s intellectual property granted under the this agreement.
9.1 Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or in respect of fraud or of any statements made fraudulently by that party, or arising under Part 1 of the Consumer Protection Act 1987 in respect of any defect in Mediahawk Services.
9.2 Subject to the exception set out above and to the extent permissible by law, Mediahawk will not be liable to the Technology Partner for any direct, indirect or consequential loss.
9.3 Other than as expressly set out elsewhere in this Agreement all representations, warranties, conditions and terms express or implied whether statutory or otherwise are expressly excluded by Mediahawk and by their suppliers who are participating in supplying services to the fullest extent permitted by law.
10.1 All intellectual property rights relating to the provision of Mediahawk Services are the property of Mediahawk or Mediahawk’s suppliers or other third parties that have licensed the use of such rights to Mediahawk or Mediahawk’s suppliers.
10.2 The Technology Partner acknowledges and agrees that content available from Mediahawk, including but not limited to web links, text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trade mark, patent, or other proprietary rights and laws, and may not be used in any manner other than on the same restricted basis as specified for the purposes of this agreement.
10.3 The Technology Partner will keep Mediahawk fully indemnified against all reasonable costs, claims, expenses, judgments and liabilities suffered by Mediahawk howsoever arising through the Technology Partner’s infringement of third party intellectual property rights which have not been caused by actions of Mediahawk.
11.1 Both parties undertake to comply with its obligations under relevant applicable Data Protection Laws set out by the EU GDPR – General Data Protection Regulation (EU regulation 2016/679) and the UK GDPR General Data Protection Regulation and the Data Protection Act 2018 as applied, varied, or supplemented and replaced by the laws of England from time to time (“GDPR”) and as outlined in The Data Processing Agreement which is available at https://www.mediahawk.co.uk/data-processing-agreement/
11.2 Data related to the provision of the Mediahawk Services will be put onto the Mediahawk database and processed by Mediahawk in servicing the relationship with the Technology Partner, including disclosure to third party suppliers and consultants. By submitting the data to Mediahawk the Technology Partner agrees to Mediahawk’s storage, use and disclosure of that data.
11.3 The Technology Partner expressly agrees that data pertaining to their service, including but not limited to transaction data relating to payments can be viewed by Mediahawk and by Mediahawk’s suppliers in the normal course of their commercial activities but such data cannot be made available to other parties except where required by the law or where a suitable non-disclosure agreement has been signed with such parties.
12.1 The Technology Partner accepts that Mediahawk will update the terms and conditions contained in this Agreement by notifying the Technology Partner by email.
12.2 All amounts quoted are always exclusive of VAT and any other applicable tax, import duty, and all other duties which will be levied as required by law.
12.3 This agreement is made with the Technology Partner only. The Technology Partner is not permitted to transfer, assign or give away the agreement without prior written agreement of Mediahawk.
12.4 This agreement shall be governed by and construed in accordance with English and Welsh law and the parties hereby submit to the exclusive jurisdiction of the English and Welsh Courts. This Agreement contains the whole agreement between the parties in relation to the operation of the Technology Partner Programme and supersedes any prior written or oral agreements relating to the same.
12.5 If any provisions of this agreement are held to be invalid under any applicable statute or rule of law, they are to that extent omitted from the agreement without affecting the validity or enforceability of the remainder.