Terms & Conditions

1 Definitions

In these terms and conditions capitalised words shall have the following meanings:

2 Price

2.1 The price for Equipment and or Services will be that stated on the Company quotation or order acknowledgement. If no price is stated on the Company quotation or order acknowledgement the price is the price listed in the Company information which was published closest to the date on which the Equipment is despatched to the Customer. The Company may vary the price if the cost to the Company of acquiring or supplying the Equipment and or Services increases between the date of the Company quotation or order acknowledgement (as appropriate) and delivery. For this purpose costs shall include:

2.2 The Company may amend their prices at anytime by giving 30 calendar days notice to the Customer.

2.3 Prices quoted by the Company are, unless otherwise stated, exclusive of:

3 Payment

3.1 Unless otherwise agreed in writing the Customer must pay for any Equipment and/or Services prior to their despatch. If the Equipment and/or Services are supplied on agreed credit, payment will be made by the Customer within 30 calendar days of the invoice date. The Customer will allow the Company to carry out the necessary reports and reference checks in order to make an informed decision on credit account applications.

3.2 In respect of charges applicable to music video services, the rate chargeable is inclusive of any Imagesound PLC's licence liabilities to the relevant licencing authorities along with (where applicable) distribution, maintenance and any other related charges.

3.3 If payment is not made on the due date and within the terms set out by the Company, the Company may:

3.4 Invoices relating to Copyright licences (PPL): Will be reported to the licences agency for prosecution.

3.5 Where an agreed account remains unpaid for more than 30 calendar days after the invoice date the Company may charge a non-refundable administration charge of £25 for every invoice that is overdue and unpaid.

3.6 If there are any discrepancies relating to account invoices, the Company must be notified by the Customer within 14 calendar days of the invoice date either by letter/or fax or email. Failure to provide notice may result in an administration charge being applied to the account which is payable in full, regardless of the nature of the invoice discrepancy.

3.7 If it becomes necessary for the Company to issue legal proceedings against the Customer, any individual or Company for non- payment of invoices, then all charges, costs and interest will be passed to the Customer.

3.8 Any Equipment issued by the Company shall remain the property of the Company until the time that it is paid for in full. Where Equipment is rented to the Customer, failure to meet the agreed terms of the rental agreement will mean that the Agreement (at the discretion of the Company) will be repudiated.

4 Delivery

4.1 Delivery of the Equipment shall be made by the Company to the place designated by the Customer in the accepted order or quotation as appropriate. Delivery will be made during normal business hours.

4.2 Unless otherwise expressly agreed in writing any delivery date or time specified by the Company in any quotation, despatch note or otherwise is the best estimate only and the Company will not be liable to the Customer for any loss or damage sustained by the Customer as the result of the Company’s failure to comply with the time scale.

4.3 The Company may without prejudice to any other right immediately:

5 Damages or Loss in Transit

5.1 The Company shall repair or replace any equipment damaged or lost in transit where delivery has been made by its carrier if the Customer gives written notification of the damage or loss within 7 calendar days of the date of the Company’s invoice.

5.2 Where goods have been signed for on delivery without any indication of shortage or non-receipt, then the Company will not be responsible for the costs associated with replacements unless agreed upon in writing by the Company.

5.3 Where the Customer has agreed a music service package, it is the Customers responsibility to inform the Company where the music service updates have not been received. This notification must be made either by letter or email to validate any claim the Customer may have.

5.4 All music service updates should be received by the Customer no later than the last working day of each month. If circumstances arise whereby music service updates are not received, the above notification must be received by the Company by the method set out in paragraph 5.3 above no later than 28 calendar days after the expected date of arrival. Failure to notify the Company within this period will void any claims that the Customer is eligible to make under these terms and conditions for any compensation and or non-payment of invoices.

5.4 Any monies paid to the Customer for non receipts shall be made at the Company’s discretion and shall not exceed the sum of [1.5 x] the value of the Services not received.

6 Installation

6.1 Subject to the provisions of clause 12 (Limitation of Liability) the Company may, for an additional charge, install and/or commission Equipment at the Customer's premises or elsewhere. Even if the Company has agreed to install and/or commission the Equipment, the Equipment shall be treated as delivered to the Customer when it is delivered by the Company at the agreed delivery destination.

6.2 The Company shall ensure, subject to the provisions of clause 12 (limitation of liability) that all Equipment is insured for its full replacement value.

7 Apparent Defects

7.1 If the quantity of the Equipment delivered does not correspond with the quantity required to be delivered in the relevant consignment, the Customer may not object. Subject to condition in clause 9.2 below, if the quantity delivered exceeds the quantity agreed then the Customer may return the excess or retain the whole consignment. If the Customer retains the whole consignment the price shall be adjusted at the prevailing agreed rate.

7.2 The Customer shall have no claim if the Equipment delivered is of the wrong description unless the condition in clause 9.2 below is also satisfied.

8 Risk and Title

8.1 The risk in the Equipment shall pass to the Customer upon delivery.

8.2 The title to the Software shall not pass to the Customer.

8.3 Title to the Hardware shall not pass to the Customer until the full price and the price for any other goods which are subject to any other contract between the Company and the customer has been paid. Until the title passes the Hardware shall:

8.4 If the Customer fails to pay for any of the Equipment in accordance with these terms and conditions the Company may bring an action against the Customer for the price of the Equipment at anytime even if the title to the Equipment has not passed to the Customer.

9 Warranty

9.1 The Company warrants that the Hardware will at the time of delivery be free from defects in workmanship and materials and will correspond in all material respects with the relevant specification. If the Hardware or any part of it does not conform to this warranty then the Company may at its option:

9.2 The Customer shall have no other remedy against the Company and the warranty is conditional upon the following:

9.3 Any defective Hardware shall be returned to the Company within 7 calendar days of the written notification required under clause 9.2(a) above. Where an item is to be replaced, the item to be replaced must be returned prior to release of a replacement.

9.4 The Company shall not be responsible for the cost of damage and/or defects to the Equipment arising through circumstances outside of the Company’s control-including but without limitation to acts of God and war. In such instances the Company must be paid in full and the Customer should proceed to reclaim their costs though their own insurance cover.

9.5 The Customer will refund to the Company the cost of any examination([referred to above]) (where the item has been sent to a third party) where the customer has no claim against the Company plus a fee of up to 20% of the price of the Equipment to cover administrative expenses.

9.6 The Company will to the extent that it is able to do so pass on to the Customer the benefit of any warranties received by the Company from the manufacturers of the Equipment.

9.7 Where any Equipment is returned under the conditions above the Company will pay for the cost of delivering any repair and/or replacement Equipment to the Customer (subject to the levy of any re-packing fee in 9.8 (b) below). Where Equipment has been returned by the Customer the Company will reimburse its reasonable postage costs within 14 calendar days of delivery.

9.8 Any Equipment returned by the customer to The company for any reason must: