Terms and Conditions of Trade

1. Definitions

In these Conditions the following expressions shall have the following meanings:

“The Company” means Streamstay Limited and Streamstay Limited also where the context permits it assigns any sub-contractor for the said Company.

“The Client” means the person, firm or company with whom the Contract is made by the Company, whether directly or indirectly, through an agent or factor who is acting for or instructed by the Client or whose actions are ratified by such person, firm or company.

“Services” means the services to be provided by the Company to the Client under the terms of the Contract and “Service” shall be construed accordingly.

“Contract” means the contract between the Company and the Client under which the Services are to be supplied by the Company to the Client.

“Company’s Premises” means the premises mentioned in the Contract or if not so mentioned means the Company’s premises at: 26 Church Street . Bishops Stortford . CM23 2LY . United Kingdom.

“Invoice” means an invoice submitted by the Company to the Client in respect of Services which is not a “Supplementary Fee Invoice”.

“Supplementary Fee Invoice” means an invoice submitted by the Company to the Client in respect of additional Services requested by the Client in substitution of or in addition to the Services originally requested by the client and in respect of which an Invoice may have already been rendered.

“Working Day” means every day of the week excluding Saturday, Sunday and statutory holidays.

“Video” means edited audio-visual content produced by the Producer (but excludes ant unedited content).

2. General

2.1 These Conditions shall be deemed to be incorporated in all Contracts and in the case of any inconsistency with any order, letter or form of contract sent by the client to the Company or any other communication between the Client and Company whatever may be their respective dates, the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a Director on behalf of the Company.

2.2 If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect.

2.3 These conditions are governed by English Law and English Courts shall have exclusive jurisdiction as regards any dispute.

2.4 Neither party may assign or sub-contract the whole or any part of the Contract to any person firm or company.

2.5 The Company warrants that it will use reasonable endeavours to ensure that all software introduced to the Clients machines will be free of computer viruses and has undergone virus checking procedures in line with current industry practice. Notwithstanding the foregoing the Company will not accept liability for any damage to any equipment of the Client and any third party that has been caused by a virus introduced as a result of software loaded by or via the Company.

3. Obligation to Provide Services

3.1 Notwithstanding that the Company may have given a detailed quotation on request for the provision of Services no order for the supply of Services shall be binding on the Company unless and until it has been accepted in writing by the Company and where the Service in question relates to the provision of Services. A project will only commence when the Client has provided a valid purchase order and a signed agreement to the Company.

3.2 The Company’s brochures, leaflets or other correspondence including but not limited to particulars published on the Company’s World Wide Web site are not binding and reasonable variations may be made to the Services without notice, and the Services so varied shall be accepted as complying with the Contract.

3.3 The Company reserves the right to provide any Services at a venue or venues other than the Company’s Premises and to provide personnel of its own choice.

3.4 The Company reserves the right to cancel, curtail or re-schedule projects without notice to the Client and without liability to the Client other than an amount limited to a refund of 100% of any fees already paid by the Client in advance of the related project, or cancellation of the invoice, where credit arrangements have been established with the Company for the Client to pay post-project completion.

4. Prices

4.1 The price payable for the Services shall unless otherwise stated in the Agreement be the fee chargeable by the Company for such Services current at the date of the provision of the Services and in the case of the provision of Services over a period of time, the price payable shall, at the option of the Company, be either:

4.1.1 the fee current at the date of the provision of the Services in question unless otherwise expressly stated to be firm for a period: or

4.1.2 the fee current at the date of any invoice sent pursuant to Condition 7.3.

4.2 Unless otherwise expressly stated to be firm for a period the Company’s charge in respect of the Services are subject to amendment to take account of variations in wages, materials or other costs since the date of the Agreement. The Company accordingly reserves the right to adjust the sum payable by the Client for the Services by the amount of any increase in such costs after the sum due is quoted and the sum so adjusted shall be payable as if it were the fee stated as being payable in the Agreement.

4.3 All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

5. Additional Costs & Intellectual Property Rights

5.1 The Client shall indemnify the Company against all costs claims and damages incurred or arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the Services where such Services are provided to the specification or special requirements of the Client.

5.2 All written information, drawings, diagrams, videos, software copies of same and audio tapes prepared by the Company in relation to the provision of the Services and the copyright therein shall remain the property of the Company and shall be returned by the Client on demand. The Company grants limited rights of usage to The Client. The Client is given permission to use the edits as set out in any video production agreement between the parties. The Company retains ownership of all edits and raw footage.

5.3 The Company reserve the right to use written information drawings, diagrams, videos, software copies of same and audio tapes prepared by the Company in relation to the provision of the Services for the Client any time within the Company’s brochures, leaflets or other correspondence including but not limited to particulars published on the Company’s website.

6. Confidentiality

6.1 All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.

6.2 The Client shall ensure that its employees and all those under the Client’s control and supervision shall comply with the obligations of confidentiality contained at clause 6.1.

7. Terms of Payment

7.1 Unless otherwise agreed by the Company in writing payment for the Services shall be due as follows:

7.1.1 10% of the balance to paid by the Client to the Company on confirmation of a Proposal and prior to the commencement of the provision of the Services.

7.1.2 The remaining balance of 90% of the total price to be paid within 30 days following the provision of Services to the Client.

7.2 If the Services are provided over a period of time the Company shall be entitled to invoice the Client at regular intervals during the period of time that the Services are being provided and payment shall be due within 7 days of the date of each such invoice notwithstanding that subsequent Services are not provided or any other default on the part of the Company.

7.3 Where under the terms of the Agreement monies due shall be payable by instalments, a default by the Client of the payment of any due instalment shall cause the whole of the balance of the sums due to become payable forthwith.

7.4 The sums due to the company under the Contract shall be due in full to the Company in accordance with the terms of the Agreement and the Client shall not be entitled to exercise any set-off, lien or any other similar right or claim.

7.5 The time of payment shall be of the essence of the Agreement.

7.6 Without prejudice to any other rights it may have, the Company is entitled to charge interest at 3% per month or part thereon on overdue payments such interest to run from the due date for payment until payment in full is received whether before or after judgement.

8. Conditions and Warranties Relating to Services

8.1 Except as set out in clause 11.1 any Conditions or Warranties (whether express or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of the Services are hereby expressly negated.

8.2 The Company may help Clients to specify or choose Services, but the assessment and selection of the Client’s chosen Services for the Client’s purpose remains the Client’s ultimate responsibility. The Company undertakes only that in giving such assistance it has acted in good faith and has not been wilfully misleading.

9. Consequential Loss

The Company shall not be liable for any costs claims or damages or expenses arising out of any tortious act or omission or any breach of Contract or statutory duty calculated by reference or loss of such profits, income, products or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.

10. Default or Insolvency of Client

The Company may terminate these conditions if any distress or execution shall be levied on the Client’s property or assets or if the Client shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or any bankruptcy petition will be presented against him or if the Client is a company if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of such company’s undertaking, property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly, or in part, every contract between the Company and the Client or may (without prejudice to the Company’s right subsequently to determine the Contract for the same clause should it so decide) by notice in writing suspend further deliveries of Services until any defaults by the Client are remedied.

11. Limitation of Liability

11.1 Nothing in this agreement will limit the Company’s liability for death or personal injury or fraud.

11.2 Where the Contract relates to the provision of Services the liability of the Company to the Client for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price payable for the Services.

11.3 The Company shall not be liable for imperfect work caused by any inaccuracies on any drawing bills of quantities or specifications supplied by the Client.

12. Representations

No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge, vary or override in any way any of these Conditions of the Contract.

13. Force Majeure

The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in the provision of Services.

14. Cancellation

14.1 Where the Contract relates to the provision of Services:

14.1.1 The Client agrees to pay the Company a sum equal to the following percentages of the sums due in respect of an invoice due to the Company, which will be levied by a Supplementary Fee Invoice, by way of agreed damages if the Client cancels the Services to be provided, less than 15 working days before project commencement.

Confirmed acceptance of Proposal and agreed commencement dates 3%

15-11 Working Days Before Project Commencement 6%

10-6  Working Days before Project Commencement 12%

5-3   Working Days Before Project Commencement 15%

72hrs or less  Before Project Commencement 100%

14.2 Where a Client wishes to change the production dates of a project the Company will issue a Supplementary Fee Invoice, which will be an additional charge based on a percentage of the original invoice or another sum based upon the detail at 14.1.1 above.

 

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