Terms & Conditions

Last updated: 1 February 2025

Another Haystack Ltd

Effective Date: 1st February 2025

Version: 1.0

1. AGREEMENT TO TERMS

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between Another Haystack Ltd, a company registered in England and Wales (Company Number: 15344916) with its registered office at 3rd Floor, 86-90 Paul Street, London EC2A 4NE ("Company", "we", "us", or "our") and the entity or person accessing or using our Service ("Production", "Customer", "you", or "your").

By accessing or using our continuity tracking and production management service, including our iOS and Android applications and any related services (collectively, the "Service"), you agree to be bound by these Terms. If you disagree with any part of these Terms, you do not have permission to access the Service.

2. DEFINITIONS

For the purposes of this Agreement:

  • "Administrator" means the individual(s) designated by the Production to manage the Service account
  • "Authorised Users" means individuals authorised by you to access and use the Service
  • "Budget Band" means the production budget category determining pricing, based on current industry standard budget classifications at the time of contract execution
  • "Confidential Information" means any non-public information disclosed by either party
  • "Content" means scripts, photographs, notes, breakdowns, reports, and any other materials uploaded to or created within the Service
  • "Data Controller", "Data Processor", "Personal Data", and "Processing" have the meanings given in the UK General Data Protection Regulation (UK GDPR)
  • "Production Period" means the contracted period of service (for film: prep through wrap; for TV: per episode basis)
  • "Project" means a specific film, television, or media production
  • "Service Level Agreement (SLA)" means our commitment to 99% service uptime

3. SERVICE DESCRIPTION

3.1 Core Services

The Service provides:

  • Continuity tracking for costume and makeup departments (with props and art departments coming soon)
  • Script breakdown and analysis tools
  • Digital asset management with optional NFC tagging capabilities
  • Report generation (available offline)
  • Real-time synchronisation between devices
  • Offline-first operation allowing full functionality without internet connection

3.2 User Roles and Permissions

The Service supports three user permission levels:

  • Owners: Full administrative access, user management, billing control
  • Editors: Create and edit content, upload imagery, generate reports
  • Viewers: Read-only access to project content

3.3 Service Availability

We guarantee 99% uptime for the Service, calculated on a monthly basis. This excludes:

  • Scheduled maintenance (notified 48 hours in advance)
  • Force majeure events
  • Issues caused by third-party services or your equipment
  • Downtime resulting from your breach of these Terms

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

To use the Service, you must:

  • Provide accurate, current, and complete registration information
  • Maintain and update this information as needed
  • Be legally capable of entering into contracts
  • Not be prohibited from using the Service under UK law

4.2 Account Security

You are responsible for:

  • Maintaining the confidentiality of account credentials
  • All activities occurring under your account
  • Immediately notifying us of any unauthorised use
  • Ensuring Authorised Users comply with these Terms

4.3 Account Suspension

We may suspend or terminate accounts that:

  • Violate these Terms
  • Engage in fraudulent or illegal activity
  • Fail to pay fees when due
  • Pose a security risk to the Service or other users

5. FEES AND PAYMENT

5.1 Pricing Structure

Fees are determined by:

  • Your production's Budget Band (as defined by industry standards at time of contract)
  • For Film Productions: Length of production period (inclusive of prep, shooting period, and wrap)
  • For Television Productions: Number of episodes
  • Additional services or features requested

5.2 Payment Terms

  • Fees are due as specified in your Order Form or invoice
  • All fees are exclusive of VAT and applicable taxes
  • Payment is due within 7 days of invoice date unless otherwise agreed
  • Late payments may incur interest at 8% above the Bank of England base rate

5.3 Demo Period

We offer a 14-day demonstration period upon request. Demo accounts include a prepopulated project provided by us to showcase the Service's functionality and features. Demo accounts are for evaluation purposes only and may not be used for actual production work.

5.4 Refunds

Refunds are handled on a discretionary, case-by-case basis. No automatic refunds are provided except as required by law.

6. USE OF SERVICE

6.1 Permitted Use

You may use the Service solely for legitimate production management purposes in compliance with all applicable laws.

6.2 Prohibited Uses

You shall not:

  • Use the Service for any illegal purpose or in violation of any laws
  • Upload or transmit viruses, malware, or harmful code
  • Attempt to gain unauthorised access to any part of the Service
  • Reverse engineer, decompile, or disassemble the Service
  • Remove, alter, or obscure any proprietary notices
  • Resell, redistribute, or sublicense the Service without written consent
  • Use the Service to store or transmit infringing material
  • Violate the intellectual property rights of others
  • Upload content that is defamatory, obscene, or violates UK law
  • Share account credentials with unauthorised parties
  • Use automated systems to access the Service without permission

6.3 Content Standards

All Content uploaded must:

  • Be legal under UK law
  • Not infringe any third-party intellectual property rights
  • Not contain material that could harm minors
  • Comply with all applicable industry standards and regulations

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Our Intellectual Property

The Service, including all software, designs, graphics, and documentation, is owned by Another Haystack Ltd and protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any rights to our intellectual property except as explicitly stated.

7.2 Your Content

You retain all rights to Content you upload to the Service. By uploading Content, you grant us a worldwide, non-exclusive, royalty-free licence to:

  • Store, process, and display your Content as necessary to provide the Service
  • Create backups and archived copies
  • Share Content with Authorised Users according to permissions you set

7.3 Feedback

Any suggestions, feedback, or recommendations you provide about the Service become our property and may be used without compensation to you.

8. DATA PROTECTION AND PRIVACY

8.1 Data Processing

We process Personal Data in accordance with:

  • The UK General Data Protection Regulation (UK GDPR)
  • The Data Protection Act 2018
  • Our Privacy Policy (available at here)

8.2 Data Controller and Processor Relationship

For Personal Data within your Content:

  • You are the Data Controller
  • We are the Data Processor
  • We will process such data only on your documented instructions

8.3 Security Measures

We implement appropriate technical and organisational measures to protect your data, including:

  • Encryption in transit and at rest
  • Access controls and authentication
  • Regular security assessments
  • Secure data centres (UK-based)

8.4 Data Location

Your data is stored and processed in the United Kingdom or Europe using:

  • MongoDB
  • Amazon Web Services
  • Cloudflare

8.5 Data Breach Notification

We will notify you without undue delay, and in any event within 72 hours, after becoming aware of a Personal Data breach affecting your Content.

9. DATA RETENTION AND DELETION

9.1 Active Accounts

Content is retained for the duration of your service agreement.

9.2 Closed Accounts

  • Production Content: Retained for minimum 12 months after account closure
  • After 12 months: May be deleted at our discretion
  • Extended retention available for agreed fees
  • Financial records: 7 years (UK legal requirement)
  • Other records as required by law or court order

9.4 Data Portability

Upon request during or within 30 days after service termination, we will provide your Content in a commonly used electronic format.

10. CONFIDENTIALITY

10.1 Confidential Information

Each party agrees to:

  • Keep confidential all Confidential Information received from the other party
  • Use Confidential Information solely for purposes of this Agreement
  • Protect Confidential Information with reasonable care

10.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no breach
  • Was rightfully known before disclosure
  • Is independently developed without use of Confidential Information
  • Must be disclosed by law (with notice where permitted)

10.3 Production Content

We acknowledge that production scripts and materials are highly confidential. Access is limited to:

  • Authorised Users you designate
  • Our senior technical team solely for debugging purposes
  • As required by law with appropriate notice

11. WARRANTIES AND DISCLAIMERS

11.1 Our Warranties

We warrant that:

  • The Service will perform materially as described
  • We have the right to provide the Service
  • The Service will not knowingly contain malware

11.2 Your Warranties

You warrant that:

  • You have all necessary rights to upload and use your Content
  • Your Content complies with UK law
  • Your use of the Service will not violate any laws or third-party rights

11.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. INDEMNIFICATION

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Another Haystack Ltd, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

  • Your breach of these Terms
  • Your Content or use of the Service
  • Violation of any third-party rights
  • Your violation of applicable laws

12.2 Our Indemnification

We will defend and indemnify you against third-party claims that the Service infringes their intellectual property rights, except where the claim arises from:

  • Your Content
  • Unauthorised modifications to the Service
  • Use of the Service in violation of these Terms
  • Use with third-party products not approved by us

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR OTHER LIABILITY THAT CANNOT BE LIMITED UNDER UK LAW:

  • Our total liability under this Agreement shall not exceed the fees paid by you in the 12 months preceding the claim
  • This limitation applies regardless of the legal theory of the claim

13.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING:

  • Lost profits or revenue
  • Loss of anticipated savings
  • Loss of business opportunity
  • Loss of goodwill or reputation
  • Loss or corruption of data (beyond our backup obligations)

13.3 Essential Basis of Bargain

You acknowledge that we have set our prices and entered into this Agreement in reliance on the limitations of liability set forth herein.

14. TERM AND TERMINATION

14.1 Term

This Agreement begins when you first access the Service and continues for the Production Period specified in your order.

14.2 Termination for Convenience

Either party may terminate upon 30 days written notice, subject to payment for services rendered.

14.3 Termination for Cause

Either party may terminate immediately if the other party:

  • Materially breaches this Agreement and fails to cure within 10 days of notice
  • Becomes insolvent or enters administration/liquidation
  • Breaches confidentiality obligations

14.4 Effect of Termination

Upon termination:

  • Your access to the Service will cease
  • All outstanding fees become immediately due
  • You may request data export within 30 days
  • Provisions surviving termination remain in effect

15. SUPPORT AND MAINTENANCE

15.1 Support Services

We provide:

  • WhatsApp and phone support during UK business hours (9:00-17:30 GMT/BST)
  • Email support with response within 2 business days
  • Training via video conferencing as agreed

15.2 Updates and Maintenance

  • We may update the Service to add features or fix issues
  • Scheduled maintenance will be notified 48 hours in advance
  • Emergency maintenance may occur without notice

16. DISPUTE RESOLUTION

16.1 Informal Resolution

The parties shall first attempt to resolve disputes through good faith negotiations.

16.2 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration under the LCIA Rules in London, with proceedings in English.

16.3 Exceptions

Either party may seek injunctive relief in courts for:

  • Breach of confidentiality
  • Intellectual property infringement
  • Violations likely to cause irreparable harm

17. GENERAL PROVISIONS

17.1 Governing Law

This Agreement is governed by the laws of England and Wales, without regard to conflict of law principles.

17.2 Entire Agreement

This Agreement, including any Order Forms and our Privacy Policy, constitutes the entire agreement between the parties.

17.3 Amendments

We may update these Terms with 30 days notice for material changes. Continued use after changes constitutes acceptance.

17.4 Assignment

  • You may not assign this Agreement without our written consent
  • We may assign to affiliates or successors with notice to you

17.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including:

  • Acts of God, natural disasters
  • War, terrorism, civil unrest
  • Government actions or regulations
  • Pandemic or epidemic
  • Internet or telecommunications failures

17.6 Severability

If any provision is found unenforceable, the remainder continues in full effect.

17.7 Waiver

No waiver is effective unless in writing and signed by the waiving party.

17.8 Notices

Notices must be in writing to:

  • Us: Another Haystack Ltd, 3rd Floor, 86-90 Paul Street, London EC2A 4NE, or directors@anotherhaystack.com
  • You: Your registered email address or billing address

17.9 Third-Party Rights

This Agreement does not create any third-party beneficiary rights except as explicitly stated.

17.10 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

18. SPECIFIC PROVISIONS FOR PRODUCTION COMPANIES

18.1 Production Transfers

Accounts may be transferred between productions or studios with our written consent and appropriate documentation.

18.2 Multi-Department Use

Productions may allocate user accounts across multiple departments according to their needs within licence limits.

18.3 Chain of Title

You represent that you have all necessary rights and clearances for Content uploaded to the Service.

18.4 Union Compliance

You are responsible for ensuring your use of the Service complies with any applicable union agreements or industry regulations.

19. SCREENSHOT PROTECTION (WHEN ENABLED)

Where screenshot protection is enabled for a Project:

  • Technical measures will be implemented to discourage unauthorised capture
  • You acknowledge these measures are not foolproof
  • We are not liable for any circumvention of protection measures

20. CONTACT INFORMATION

Another Haystack Ltd

3rd Floor, 86-90 Paul Street

London EC2A 4NE

United Kingdom

Support:

Email: support@anotherhaystack.com

Legal Notices:

directors@anotherhaystack.com

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Last Updated: 1st February 2025

Version: 1.0