Terms of service

Draft. These terms are waiting for legal review, and nobody can agree to them yet.

Version 1.0. The agreement between Attentional Ltd, trading as Overnights.tv ("we"), and the organisation named on your order ("you"), for Overnights.tv Online.

1. How this agreement works

1.1 This agreement is made up of your order and these terms. Your order is what you chose when you signed up: the plan, the number of users, the price and your company details. If the two ever disagree, your order wins on price and number of users, and these terms win on everything else.

1.2 The agreement starts when your first payment is taken, and carries on month by month until it is ended under section 11.

1.3 Overnights.tv Online is for businesses. By signing up you confirm that you are acting for a company or in the course of your own trade or profession, and that you have authority to agree to this on your organisation's behalf. Consumer cancellation rights do not apply.

1.4 If you and we have signed a separate agreement for Overnights.tv Online, that agreement applies where it differs from these terms.

2. The service

2.1 Overnights.tv Online shows how UK television programmes and UK creators perform on YouTube, through a website and a daily email. It uses public statistics, read each night from YouTube API Services, for the channels we choose to follow.

2.2 Some of what you see is YouTube's and some is ours. View, like, comment and subscriber counts are YouTube's. Programme names, video types, broadcaster groupings, rankings, views per day, views yesterday and readings at day 1, 7 and 28 are our own, worked out independently of YouTube, and are labelled as ours.

2.3 We may improve or change the service, and may add or remove channels and features. We will not materially reduce what your plan offers during a period you have already paid for, except under section 3.

2.4 The Ask box uses an artificial intelligence service to understand your question. Check anything important against the figures themselves.

3. YouTube

3.1 Overnights.tv Online uses YouTube API Services. By using Overnights.tv Online you agree to be bound by the YouTube Terms of Service. Google's handling of data is described in the Google Privacy Policy.

3.2 Overnights.tv Online is not endorsed by, sponsored by or affiliated with YouTube or Google.

3.3 The service depends on YouTube continuing to make this data available to us. If YouTube or Google restricts, changes or withdraws that access, or requires us to change the service, we may change or suspend the affected parts, and we will tell you as soon as we reasonably can. If the change substantially reduces what you are paying for, either of us may end this agreement, and we will refund any part of a payment that covers the time after it ends.

4. What the figures are, and are not

4.1 YouTube views count plays, worldwide, on any device. They are not television ratings, they are not an estimate of the audience or of watch time, and they cannot be compared directly with BARB or any other audience measure.

4.2 We read the figures once a night and cannot guarantee that a reading is complete, up to date or free of error. YouTube may also revise its own figures. Programme matching is done by rules and by hand, and some videos may be grouped incorrectly or missed.

4.3 Please take this into account before relying on the figures for a commercial decision.

5. How you may use the figures

5.1 You may use Overnights.tv Online for your organisation's own business, including quoting individual figures in presentations, pitches and conversations, provided that you say they come from YouTube via Overnights.tv Online and give the date.

5.2 You must not:

5.3 Exports and daily emails carry a delete-or-refresh-by date. YouTube's rules require you to delete or refresh that data by that date, and you agree to do so.

6. Users and accounts

6.1 Your plan allows up to the number of users shown on your order. Each user needs their own sign-in. Sign-ins must not be shared, and a user who leaves your organisation should be removed.

6.2 You are responsible for what your users do on your account, and for keeping sign-in details safe. Tell us straight away if you think someone has got into your account without permission.

6.3 We may suspend a user or an account where we reasonably believe that these terms have been broken or that security is at risk. We will tell you why, unless the law or security prevents us.

7. Price and payment

7.1 You pay the monthly price on your order, in pounds, in advance, by card through our payment provider, Stripe. Payments repeat each month until the agreement ends.

7.2 Prices exclude VAT. We add UK VAT unless you have given us a valid VAT number and company details for a business outside the UK, in which case you account for any tax due in your own country. You confirm that the details you give us are correct, and you must tell us if they change.

7.3 If you change plan, the difference is added to or taken off your next invoice.

7.4 If a payment fails we will let you know and try again. If it is still unpaid 7 days after it was due, we may suspend access until it is paid.

7.5 We may change the price by giving you at least 30 days' notice by email. The new price applies from your first payment after the notice ends, and you may cancel before then.

8. Support

8.1 Email hello@overnights.tv. We aim to reply within 24 hours on UK working days.

8.2 We aim to keep the service available and to deliver the daily email each morning, but we do not promise that either will be uninterrupted or on time.

9. Intellectual property and confidentiality

9.1 We, or those who license to us, own the service, its design, our programme names and groupings, and our measures. You receive a right to use them under this agreement, and nothing more. YouTube's data, names and marks belong to YouTube and to the channels concerned.

9.2 Your watchlists, alerts and account details remain yours. We use them only to provide the service.

9.3 Each of us will keep the other's non-public business information confidential, and use it only for this agreement, except where the law requires otherwise. This continues after the agreement ends.

10. Personal data

10.1 Each of us is an independent controller of the personal data we handle under this agreement, and each will comply with UK data protection law. Our privacy policy explains what we hold about you and your users, and how it is used.

10.2 You will make sure your users know that you have given us their names and work email addresses.

11. Ending the agreement

11.1 You may cancel at any time from Billing. Your plan continues until the end of the month you have paid for and then stops. We do not refund part-months, except as section 3.3 or 11.3 says.

11.2 We may end the agreement by giving you at least 30 days' notice.

11.3 Either of us may end the agreement at once by written notice if the other commits a serious breach and, where it can be put right, does not do so within 14 days of being asked. If we end it under section 11.2, or you end it because of our serious breach, we will refund any part of a payment that covers the time after it ends.

11.4 When the agreement ends your access to the data stops, you must delete any exports and daily emails that you still hold, and sections 5, 9, 12 and 14 continue to apply.

12. Liability

12.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

12.2 Subject to 12.1, neither of us is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

12.3 Subject to 12.1, each party's total liability under or in connection with this agreement, in any 12 months, is limited to the amount paid or payable by you for the service in those 12 months. This limit does not reduce your obligation to pay what you owe.

12.4 Except as this agreement says, the service and the data are provided without any warranty, and all terms implied by law are excluded as far as the law allows.

13. Changes to these terms

13.1 We may change these terms by giving you at least 30 days' notice by email or in the service. If you do not accept a change that materially affects you, you may cancel before it takes effect, and we will refund any part of a payment that covers the time after your agreement ends. We may ask you to agree to a new version before carrying on using the service.

14. General

14.1 Neither of us is responsible for delay or failure caused by events outside our reasonable control, including the failure of YouTube, networks or suppliers.

14.2 You may not transfer this agreement without our written agreement. We may transfer it to a business that takes over Overnights.tv Online, and will tell you if we do.

14.3 This agreement is the whole agreement between us about Overnights.tv Online, and replaces anything said or written before. Neither of us has relied on anything that is not set out in it.

14.4 If part of this agreement cannot be enforced, the rest still applies. A delay in using a right does not give it up. No one other than you and us has any right to enforce this agreement.

14.5 Notices to us go to hello@overnights.tv and notices to you go to your account administrator's email address.

14.6 This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Attentional Ltd. Company number 02545260. Registered office: 61 Queen Square, Bristol, BS1 4JZ.