Standard Terms and Conditions for the Supply of The Mov.ie Service

1.	Services to be provided Movies Online Limited, ("the Company") hereby agrees to provide the catalogue and/or the catalogue and redirection service, (as applicable) as is more particularly described in the Order Form; (the "Services") to you ("the Customer") 1.1 The Customer agrees to provide the Company the information required in the Order Form in accordance with the Registration Rules as exhibited on the Company's web site at http://mov.ie/docs/?doc=pricelist. The Customer understands and agrees that the information requirements specified in the Order Form are necessary to ensure that the Customer receives the level of service required.
2.	Term 2.1 This Agreement shall be deemed to have commenced on the date, five business days subsequent to the Company accepting your order pursuant to clause 12.1, (the "Commencement Date") and shall continue for an initial period of one year from the Commencement Date, and thereafter from year to year, subject to the payment of the fees as defined in clause 5 hereof.
3.	Information to be Supplied 3.1 The Customer shall on the execution of this Agreement provide the Company with such details as are more particularly described in the Order Form. 3.2 Notwithstanding clause 3.1 above, the Company reserves the right to request the provision of any further details as it may reasonably require in order to improve the Services; 3.3 Failure by the Customer to provide the information at clause 3.2 above shall entitle but not oblige the Company to terminate this Agreement.
4.	Price 4.1 Unless otherwise agreed by the Company in writing, the price for the provision of the Services will be the price as provided in the Company's price list, applicable, firstly at the date of commencement of the Term and thereafter the price list applicable, on the expiration of each consecutive twelve month period as descibed in clause 2 hereto, (if applicable) until termination of this Agreement. 4.2 The Company reserves the right to make such changes to its price list, as it sees fit from time to time. 4.3 The price for the provision of the Services shall be exclusive of any Value Added Tax but the Customer will be obliged to pay applicable Value Added Tax when due on the provision of the Services.
5.	Payment 5.1 Payment of the price for the provision of the Services is due by return. The Company may stipulate payment in such form as it sees fit and no payment shall be deemed to have been received until the Company has received cleared funds; 5.2 The Customer shall make all payments due under this Agreement without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise unless the Customer has a valid Court Order requiring an amount equal to such deduction to be paid by the Company to the Customer. If the Customer fails to pay the Company any sum due pursuant to this Agreement, the Customer shall be liable to pay interest to the Company on such a sum from the due date for payment at the annual rate of 3% above the EURIBOR rate from time to time accruing on a daily basis until payment is made, whether before or after any judgement.
6.	Copyright, Patents, Trademarks, Hyperlinks and Other Intellectual Property Rights 6.1 The Company acknowledges that the copyright and any and all of the trademarks, trade names, patents and any other intellectual property rights used or embodied in or used in connection with the information provided for inclusion in the catalogue, including the manner for which it is presented or appears and all information, documentation and manuals relating thereto are (unless another owner is specified therein or thereon) the property of the Customer and the Company shall not during or at any time after the expiry or termination of the Agreement in anyway question or dispute the ownership by the Customer as the case may be of any such rights. 6.2 Notwithstanding the above, the Customer hereby grants a perpetual, continuing, non-exclusive, royalty free licence to the Company to exhibit the information provided by the Customer in the Order Form (including any ancillary files or attachments), and such further information supplied under clause 3 hereof, for such time as the Company wishes to provide access to same on its database and furthermore grants the Company a licence to use the copyright and any and all of the trademarks, trade names, patents and other intellectual property rights used with, or embodied in the information for the continuing exhibition of such information in the Company's database, provided that the Company hereby acknowledges that the Customer is the owner of such Intellectual Property rights. 6.3 The Customer hereby consents to the creation of a hyperlink (or similar link on the world wide web as may prove advantageous from time to time) from the Company's web site to an internet address agreed between the parties in writing and undertakes to indemnify and keep indemnified the Company against any loss or damage, incurred or suffered by the Company as a result of or in connection with the existence of this hyperlink or other link (where applicable). 6.4 The rights granted to the Company pursuant to clause 6.2 above shall survive the termination of this Agreement.
7.	Indemnity 7.1 The Customer hereby undertakes to indemnify the Company and keep it indemnified from and against all actions, costs, claims, demands and expenses (including but not limited to reasonable legal fees and expenses) which may be asserted by the employees, agents and invitees of the Customer or by any third party in respect of any damage to tangible or intangible property arising out of the provision of the Services by the Customer, except such as may result from the Company's wilful act or negligence or that of its employees, agents, or sub-contractors.
8.	Liability 8.1 The Company will use its reasonable endeavours to ensure that the information stored and updated on the Company's database is in conformity with the information supplied by the Customer and that any material inaccuracies or errors notified to the Company by the Customer will be corrected as soon as possible. 8.2 Notwithstanding clause 8.1 above, the Company shall not be liable in contract, tort or otherwise for any direct, indirect or consequential loss or damage sustained by the Customer or others directly or indirectly making use of the Service including but not limited to any loss or damage to equipment or software resulting as a consequence of any defects, delays, interruptions or failures in the provision of the Service or inaccuracies or errors in the Company's database. 8.3 The Company will not be liable in contract, tort, or otherwise for any direct, indirect or consequential loss or damage suffered by the Customer or others as a result of the use or misuse of the information provided on Company's website as part of the Service by third parties whereby the Customers' Intellectual Property rights are infringed by such third party. 8.4 Unless otherwise excluded pursuant to the foregoing provisions of this clause, the liability of the Company in contract, tort or otherwise for any direct, indirect consequential loss or damage sustained by the Customer or others directly or indirectly making use of or arising in any way from the Service whether arising as a result of the Company's negligence, wilful default, misrepresentation or other breach or breaches if its duties or obligations, shall be limited to the total fees and charges (excluding Value Added Tax) paid by the Customer in respect of the provision of the Service.
9.	Termination 9.1 Notwithstanding any other provision herein contained, and without prejudice to any other rights such a party serving notice may have, either party may forthwith terminate this agreement by written notice if any of the following events shall occur: if the other party commits any breach of the terms or conditions of this Agreement and fails to remedy such a breach (or insofar as such a breach is not capable of remedy to furnish adequate compensation therefore) within 30 days after receiving written notice from the first party requiring it so to do; if the other party becomes bankrupt or insolvent or makes any arrangement with or for the benefit of its creditors or (being a private limited or public limited company) entered into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction of amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution should be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in the ordinary course of business; 9.2 Termination of this Agreement shall be without any prejudice to any accrued rights to either party and shall not effect obligations which are expressed not be effected by expiry or termination hereof.
10.	Obligations of the Company 10.1 The Company agrees to perform the Services with reasonable skill, care and attention and in a businesslike manner; 10.2 The Company will provide the Services in compliance with all applicable laws, regulations and codes of practice from time to time in force in the Republic of Ireland (including all laws of the European Union applicable to the Company); 10.3 The Company agrees that all personnel used by the Company to perform the Services will be competent and adequately trained by the Company to perform the Services in accordance with the provisions of this Agreement;
11.	Force Majeure 11.1 Subject to the provisions hereof, any delay in or failure of performance of any obligation by the Contractor or the Company shall not constitute a breach of such obligation if and to the extent that such delay or failure is caused by an event (including but not limited to acts of God, compliance with any law, order or rule or regulation of any governmental authority, act of war, blockages, embargoes, civil disorders or sabotage or damage resulting therefrom, fires, earthquakes, floods, explosions, accidents, riots, lock-outs, labour disputes, strikes or other industrial action, shortages of materials, plague or epidemic) which cannot be prevented by the Contractor or the Company taking such action as is reasonable in the circumstances provided that such action does not result in any prejudicial effect to the business of the party claiming force majeure or the business of its holding, associated or subsidiary companies and does not require any undue expenditure save such as is recoverable hereunder. 11.2 Either party shall forthwith give notice to the other party of the occurrence of any force majeure affecting the performance of its obligations under this Agreement, containing full particulars thereof including its date of first occurrence and the cause or event giving rise to it. If such notification is given, any non- performance, partial performance or delay in performance of this Agreement by such party resulting from and so far as it is directly and principally attributable to such force majeure shall not be a breach of this Agreement and its obligations shall, subject to the provisions hereof, be suspended or qualified (as the case may be) under this Agreement (except for any obligation for the payment of money properly due in accordance with the terms hereof) for so long as such performance is thereby affected. Both parties shall make all reasonable effort to minimise the effect of such force majeure upon the performance and fulfilment of this Agreement. The party claiming force majeure shall notify the other party immediately upon the cessation of the force majeure and shall forthwith recommence performance of its obligations hereunder. 11.3 In the event that the non-performance, partial performance or delay in performance of this Agreement by the party claiming force majeure resulting from such force majeure continues for a consecutive period of more than 10 days, the other party may terminate this Agreement by written notice to the party claiming force majeure.
12.	Acknowledgements 12.1 The Customer hereby acknowledges that the Company is not obliged to accept any Order Form and that no contract or other legal relationship shall be deemed to be in existence until the Company receives and accepts the Customers cleared funds for the Service and acknowledges by e-mail, its' formal acceptance of Customers offer herewith to enter into legal relations. 12.2 The Customer hereby further acknowledges that he has read and accepts the Terms and Conditions of Use of the Mov.ie website at http://mov.ie/docs/?doc=tandc_use and is fully aware and informed of the said Terms and Conditions of Use by which web browsers may access the Service.
13.	Company's right of Rescission, (Redirection Service only) 13.1 In the event that due to errors, faults, malfunctions, inefficiencies or otherwise in the Customers website, web browsers are unduly delayed, impeded or prevented from accessing the Customer's website through the Service, thereby causing damage and detriment to the reputation and standing of the Company and/or the Service, the Company may by e-mail serve 21 days notice on the Customer stating the problems faced by web browsers and requiring the Customer to remedy the reason for the delay, impediment or inability of web browsers in accessing their website through the Service within the 21 day period as aforesaid. 13.2 Failure by the Customer to remedy the matters specified in a notice served by the Company pursuant to clause 13.1 above, within 21 days (or such longer period as the Company at its sole discretion may specify) shall entitle the Company to rescind the provision of the Service forthwith and terminate all contractual relations between the Company and the Customer, without further notice. 13.3 Where the Company has exercised its right to terminate pursuant to clause 13.2 above, no funds whatsoever shall be refundable to the Customer. 13.4 Termination, pursuant to this clause 13 shall be without prejudice to any accrued rights available to the Company under clause 6 hereto.
14.	General 14.1 The Customer and the Company are independent contractors and nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture, agency or contract of employment between the Company and the Customer. 14.2 In the event of disagreement with respect to any aspect of this Agreement, the parties agree to discuss in good faith to reach an amicable resolution and to escalate such resolution process to the appropriate members of their respective management organisations who have the power and authority to achieve a successful resolution. 14.3 All notices required under this Agreement shall be in writing (with the exception of notices required to be served under clause 13.1) and shall be deemed given upon personal delivery of the written notice or within 48 hours after being sent by pre-paid registered post, addressed to the other party at its address herein set out and marked for the attention of the principal contact person. 14.4 If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly reflects the intention of the parties in entering into this Agreement. 14.5 The captions and headings used in this Agreement are for convenience of reference only and are not to be used to interpret the provisions of this Agreement. 14.6 This Agreement may only be modified by a memorandum in writing signed by an authorised representative of each party. 14.7 Neither party's failure to exercise any of its rights hereunder shall constitute or be deemed a waiver or forfeiture of any such rights. 14.8 This Agreement constitutes the entire agreement and understanding between the parties with respect to the matters set forth herein and supersedes all prior discussions, representations and understandings between them. 14.9 This Agreement may be executed in a number of counterparts and by different parties hereto on separate counterparts each of which when executed and delivered shall constitute an original, all such counterparts together constituting but one and the same instrument. 14.10 In the event of an ambiguity or question of intent or interpretation arising in relation to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and no presumption of proof shall arise favouring or disfavouring any party by virtue of the authorship of any of the provisions of this Agreement. 14.11 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ireland and the parties hereby submit to the non-exclusive jurisdiction of the courts of the Republic of Ireland.

Mov.ie Document: tandc_sup: 1.5: 2002/01/22
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