Terms & Conditions

1 Definitions

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

• "Company" shall mean Imagesound/Rolec (Company providing music equipment and or music and/or messaging services).
• "Customer" shall mean the individual or company who is provided with equipment and/or services under the terms and conditions of this agreement;
• "Hardware" shall mean all equipment supplied under this agreement including , but not limited to video equipment;
• "Software" shall mean computer programmes supplied under this agreement, including but not limited to, compact discs, tapes and satellite communication links;
• "Equipment" shall mean the hardware and/or software supplied under this agreement set out in the schedule.
• "Agreement" shall mean this agreement incorporating these terms and conditions and the schedule;
• "Services" shall mean satellite, broadcast messaging, music service, updates, maintenance and installation supplied under this agreement.

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:

• (a) costs arising from changes in the exchange rate, delivery dates, quantities or specification for Equipment and/or Services requested by the Customer; or
• (b) the costs of delay caused by the Customers instructions.

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:

• (a) VAT;
• (b) the cost of carriage, delivery, package and insurance; and
• (c) the Company’s handling charges, which will be added or charged on invoices at the appropriate rates and paid by the Customer.

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:

• (a) With-hold further deliveries; and/or
• (b) suspend performance of the Agreement; and/or
• (c) withhold guarantees on previously supplied Equipment, until arrangements as to payment or credit have been established on terms which the Company have agreed.

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:

• (a) terminate the Agreement;
• (b) suspend or cancel further delivery of Equipment; and
• (c) recover any Equipment from the Customer for which payment in full has not been received, in the following circumstances:
  • (i) the Customer pases a resolution for the Customer’s winding-up;
  • (ii) a receiver is appointed for the whole or any part of its undertaking; or
  • (iii) an administration order is made against the Customer; or
  • (iv) the customer enters into any arrangements with its creditors or becomes unable to pay its debts; or
  • (v) the Customer suffers a bankruptcy order or commits a material breach of the Agreement.

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:

• (a) be stored by the Customer at its premises in such manner so that they are clearly identifiable as being the property of the Company and must be kept separate from any other goods whether or not supplied by the Company; and
• (b) be handed over to the Company on demand who may take possession of the Equipment and may also enter upon the premises of the Customer for these purposes.

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:

• (a) remedy the defect; or
• (b) replace that part of the defective Hardware; or
• (c) refund the price of the defective Hardware.

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

• (a) that the Customer notifies the Company in writing of the relevant defect within 7 calendar days of delivery or in the case of defects not apparent on reasonable inspection, within 1 month of delivery; and
• (b) that the relevant defect had not been caused by misuse, neglect, inadequate maintenance, accident, improper storage, installation or handling by the Customer or repair or alteration by a third party.

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:

• (a) be returned in its original packing and in substantially the same condition as it was delivered to the customer; and
• (b) bear a return identification number clearly visible on the exterior, which must be obtained from the Company prior to return of the Equipment. For the avoidance of doubt the Company will not be liable to accept returned Equipment without that identification number. The Company may levy a fee for re-packaging Equipment returned to it in a poorly packaged state.

9.9 Software and its use will be subject to the terms of the manufacturer’s licence contained either within the Software or on its packaging. The manufacturer’s licence will state the extent of the manufacturer's liability for the Software and the Company does not accept any liability whatsoever for any defect or error in the Software other than where it has been caused by the negligence of the Company.

10 Services

10.1 The Company shall endeavour to ensure that all messages and/or music services are issued and/or broadcast to and received by the Customer with accuracy and at the times and dates requested by the Customer. The Customer shall indemnify the Company against any costs resulting from a failed service arising directly or indirectly from the messages and/or music services. Payments and/or credits made (if any) will be given as a goodwill gesture only at the discretion of the Company.

10.2 The Company shall provide support to the Customer in generating message scripts, access to voice over artists and message recording facilities provided that an additional rate is agreed to be charged for that support on a bespoke basis.

10.3 Despite any support given to the Customer by the Company, the Customer shall be solely responsible for the content of the messages and shall ensure that those messages:

• (a) comply with the relevant legislation and codes of practice;
• (b) are legal , decent, honest and truthful; and
• (c) do not violate any copyright, trademark and or other personal rights of any third party.

10.4 In order to schedule a message the Company must receive from the Customer a finished message recorded in a format agreed with the company at least 7 working days prior to the first broadcast.

10.5 The Customer is expressly prohibited from redistributing, re-broadcasting, causing or enabling any other person to re-distribute or re-broadcast any broadcast and/or software items provided by the Company.

10.6 Under an agreement with Public Performance Limited (”PPL”) the Company is obliged to pay PPL a fee for site licences directly on behalf of the Customer. The fee for this licence is payable by the Customer directly to the Company wherever a music service is provided.

10.7 It is the responsibility of the Customer to inform the Company in writing of any changes to their trading title, name and or address.

10.8 The Customer will make available all the information needed in order for the company to provide the Services and stay within the legal requirements of providing those specific and/or general Services.

11 Specification

11.1 All drawings, photographs, illustrations, specifications, performance data, dimensions and similar items used by the Company in their sales literature or on web pages or other documentation have been provided by the Company in the belief that they are accurate. They do not constitute a description of the Equipment and shall not be taken to be representations by the Company and are not warranted to be accurate.

11.2 The specification for the Equipment may be changed by the manufacturer at any time up to delivery of the Equipment and provided those changes do not materially alter the functionality of the Equipment, the Customer may not cancel its order. The Company will not be liable for any loss or damage suffered in connection with any change. The Company will use their reasonable endeavours to advise the Customer of any impending change as soon as they are able to do so or when the Company receives notification. The Customer must check specifications for the Equipment prior to making any order.

12 Intellectual Property rights

12.1 The Customer is not granted any right over intellectual property in any of the Equipment except the right to use it. The Customer indemnifies the Company against all costs, liabilities and expenses resulting from any claim against the Company for the infringement of the rights of any third party caused by any specification requested by the Customer under this Agreement.

13 Limitation of Liability

13.1 Nothing in these conditions affects the statutory rights of the Customer under the Unfair Contract Terms Act 1977. All conditions, warranties and representations not contained in these conditions and implied by statute or law are excluded or restricted to the fullest extent permitted.

13.2 Section 13 states the liability of the Company to the Customer under this Agreement.

13.3 The Company will not be liable to the Customer by way of any representation (unless made fraudulently), common law duty or an express or implied term for any direct, special or consequential loss or damage or loss of profits (whether caused by negligence of the Company or that of their employees agents or otherwise) arising in connection with the supply of the Equipment and/or Services to the Customer and/or the use of the Equipment and/or the Services by the Customer.

13.4 The Company’s entire liability in connection with the Agreement will not exceed [1.5x] times the purchase price of the relevant Equipment or Services.

13.5 Notwithstanding any other provision of these terms and conditions the Company’s liability to the Customer for:

• (a) death or personal injury resulting from the Company' negligence or that of its employees agents or sub-contractors; and
• (b) damage for which the Company is liable to the Customer under Part 1 of the Consumer Protection Act 1987, is limited to ten million pounds (£10,000,000)

13.6 If the laws of the relevant jurisdiction/country affect any or all of these terms and conditions, then the Company shall seek to amend the Agreement accordingly giving written notice to the Customer immediately upon the change.

13.7 The Customer shall not be eligible to make any financial claims for loss or inconvenience against the Company for breach of this Agreement or otherwise if those changes are required by law and are out of the Company's control.

13.8 The Company will operate within the rules of the Revised Data Protection Act 1998.

14 Cancellation

14.1 The Customer is required to give 3 months' written notice to cancel this Agreement.

14.2 The Company may cancel this Agreement without notice. In the event that this Agreement is terminated, whether by the passage of time, breach or otherwise:

• (a) the Customer shall pay all outstanding charges which would be payable had the Agreement continued to the end of the minimum period (the minimum period being 3 months)
• (b) the Customer shall allow access to its premises to recover equipment; and
• (c) all rights or obligations of the parties shall continue with full force and effect.

15 Force Majeure

15.1 The Company will not have any liability under the Agreement and may cancel or reduce the volume of the Equipment to be delivered under the Agreement if it is prevented from or delayed in delivering or performing by any circumstances beyond their reasonable control including but not limited to industrial action, war, fire, prohibition, or an act of any kind or failures or acts on the part of their suppliers or sub-contractors or any other third parties (including the bank of the Customer).

16 Assignment

16.1 The Company may assign, sub-contract or otherwise transfer the benefit of the Agreement in whole or in part. The Customer may not assign, sub-contract or transfer the benefit of the Agreement without the written agreement of the Company.

17 Electronic Communication

17.1 Subject to the condition set out in 17.2 the Company may to the extent permitted by the laws of England and Wales conduct transactions for the supply of Equipment using electronic communication. The Company will both transmit and receive communications electronically.

17.2 The Customer will provide and maintain the equipment, software services and testing facilities necessary for the Customer to effectively and reliably transmit and receive E-communications.

17.3 Any E-communication will be deemed to be received

• (a) where the Customer is the receiving party, upon arrival at its mail box at the internet address apparent from its order
• (b) where the Company is the receiving party, where an E-communication is accessed by the Company in an intelligible form.

17.4 The receiving party will promptly notify the originating party if an E-communication is received in an unintelligible form providing that the originating party can be identified. In the absence of notice, the Company’s record of the contents of the unintelligible E-communication will prevail.

17.5 For the purposes of this agreement an E-communication means any communication electronically submitted by the Customer to the Company through the Company’s web site or by the Company to the internet address of the Customer in connection with the ordering payment for and/or supply of the equipment and including without limitation any order, order acknowledgement and electronic credit entries and requests.

17.6 For the purposes of this agreement, originating party means the party transmitting an E-communication and receiving party means the party receiving an E-communication.

17.7 The Company shall not be held responsible in any respect for the failure of Ecommunications where they have not been received or sent due to technical or system failures.

18 Governing Law

18.1 This Agreement is governed by the Laws of England and Wales and the English Courts shall have exclusive jurisdiction to resolve any disputes arising out of or under it. Any notice required or permitted to be given under these terms and conditions must be in writing or by electronic mail and addressed to the relevant party at its registered office or principal place of business.

18.2 No waiver by the Company of any breach of the Agreement by the Customer is considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these terms and conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the provision in these terms and conditions and the remainder of the provision in question is not to be affected.