Standard terms and conditions

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These Standard Terms and Conditions (the “Terms”) govern the supply of operational, monitoring, support, installation, integration and related broadcast and audio-visual services, and the supply of equipment, by 444 Video Limited to its business clients. They apply to every engagement unless and to the extent expressly varied by a signed written agreement between the parties.

1. About These Terms

These Terms are issued by 444 Video Limited, a company registered in England and Wales (Company No. 15988386), registered office 24 Kemble Road, Monmouth, Wales, NP25 5GB (the “Provider”). They govern the relationship between the Provider and any business customer (the “Client”) to whom the Provider supplies Services or Equipment. Each is a “Party”.

These Terms apply to business customers only and do not affect any statutory rights of a consumer. By placing an order, accepting a quotation, signing a Statement of Work, or otherwise instructing the Provider to commence the Services or supply Equipment, the Client accepts these Terms to the exclusion of any other terms it seeks to impose.

1.1 Order of Precedence

Any separate signed agreement between the Parties takes precedence over these Terms to the extent of any conflict; these Terms otherwise apply as the baseline. The order of precedence is (highest first): (a) any signed agreement; (b) any executed Statement of Work; (c) the applicable quotation; and (d) these Terms.

2. Definitions and Interpretation

In these Terms, unless the context requires otherwise:

Acceptance means acceptance of the Deliverables under Clause 5.4, whether by passing the Acceptance Tests or by deemed acceptance.

Acceptance Tests means any tests set out in a Statement of Work to determine whether the Deliverables meet the agreed acceptance criteria.

Charges means the fees and prices payable for the Services and Equipment, as set out in the applicable quotation, Statement of Work or signed agreement.

Deliverables means the systems, configurations, integration work, documentation or other outputs the Provider is to deliver under an Installation Project, as described in the relevant Statement of Work.

Equipment” or “Goods means any hardware, devices or other physical equipment the Provider agrees to supply to the Client.

Installation Project means any project for the design, supply, installation, configuration, integration or commissioning of broadcast or audio-visual systems, as described in a Statement of Work, and “Installation Services” means the services performed under it.

Services means the operational, monitoring, support, maintenance, Installation Services and related services provided by the Provider, as described in the applicable quotation, Statement of Work or signed agreement and supplemented by Clause 3.

Site means the Client’s premises or any other location at which the Provider performs Installation Services.

Statement of Work” or “SOW means a document agreed between the Parties describing specific services, deliverables, equipment, timescales and charges.

Term means the period during which the Provider supplies the Services.

A reference to writing includes email. “Including” and similar words are illustrative and non-limiting. A reference to a statute includes subordinate legislation made under it, as amended.

3. Scope of Services

The Provider shall supply the Services described in the applicable quotation, Statement of Work or signed agreement. Depending on what the Parties agree, the Services may include, in whole or in part:

• managed operation, technical management and remote monitoring of broadcast, transmission or audio-visual systems;
• remote and on-site technical support, including the escalation and resolution of incidents;
• maintenance of equipment and of software-based monitoring and alerting systems;
• design, supply, installation, integration and commissioning of systems (see Clause 5); and
• such other operational, support or project services as the Parties agree.

Scope, locations, coverage hours and deliverables are those set out in the applicable quotation, Statement of Work or signed agreement. Anything not expressly included is out of scope and is dealt with under Clause 8.

4. Service Levels and Support

4.1 Priority and Response

Where the Services include incident support, a critical incident is one that materially and directly affects the availability of the supported service or the Client’s live output. The applicable priority levels, response targets, coverage hours and escalation arrangements are those set out in the applicable quotation, Statement of Work or signed agreement. “Response time” means the time between the Client’s notification and the Provider’s acknowledgement and commencement of active investigation. The Provider shall use commercially reasonable endeavours to meet agreed targets; targets are not a guarantee of resolution within any period.

4.2 Escalation

Where an agreed escalation threshold is reached without resolution, the Provider shall escalate to senior technical management and provide periodic status updates until resolution, in accordance with any agreed escalation procedure.

5. Installation and Integration Projects

5.1 Application

This Clause 5 applies where a Statement of Work is for an Installation Project. It supplements the other provisions of these Terms; in the event of conflict within an Installation Project, the Statement of Work prevails.

5.2 Performance and Timescales

The Provider shall perform the Installation Services with reasonable care and skill and using suitably qualified personnel. Any dates or durations are estimates only and time is not of the essence unless the Statement of Work expressly states a date to be binding. The Provider shall be entitled to a reasonable extension of time, and to recover reasonable additional costs, where progress is delayed by the Client, by a change request, by Site conditions, or by any matter outside the Provider’s reasonable control.

5.3 Site Access, Conditions and Health & Safety

The Client shall, at its cost and in good time, provide safe and adequate access to the Site, suitable power and environmental conditions, and all permissions, consents and information the Provider reasonably requires, and shall ensure the Site is ready for the Installation Services to proceed. Each Party shall comply with applicable health and safety legislation, and the Provider’s personnel shall comply with the Client’s reasonable site rules notified in advance. The Provider may suspend work where it reasonably considers the Site to be unsafe, without liability for the resulting delay.

5.4 Acceptance Testing

Where a Statement of Work specifies Acceptance Tests, the Client shall carry them out within the period stated (or, if none, within five (5) business days) of the Provider notifying the Client that the Deliverables are ready. The Deliverables are deemed accepted on the earliest of: (a) the Client confirming Acceptance in writing; (b) the Client not notifying the Provider in writing of a material non-conformity within the testing period; or (c) the Client putting the Deliverables into operational use. Minor defects that do not materially affect use shall not prevent Acceptance, but the Provider shall remedy them within a reasonable time.

5.5 Defects

The Provider shall, at its option, repair, re-perform or replace any Deliverable that fails to conform materially to the Statement of Work, provided the Client notifies the defect in writing within the defects period stated in the Statement of Work (or, if none, ninety (90) days from Acceptance). This is the Client’s sole and exclusive remedy for defective Deliverables. The remedy does not apply to defects caused by misuse, unauthorised modification, Client-supplied items, third-party equipment or software, or failure to follow the Provider’s instructions.

6. Supply of Equipment and Goods

6.1 Orders and Pricing

Quotations for Equipment are valid for the period stated or, if none, thirty (30) days, and do not constitute a binding offer until the Provider accepts the Client’s order. Equipment prices are exclusive of VAT and, until the Provider accepts an order, may change to reflect changes in supplier prices, currency exchange rates, duties or shipping costs. The cost of procuring, repairing or replacing Equipment, and any associated shipping, handling or import costs, are payable by the Client unless expressly included in a fixed-price Statement of Work.

6.2 Delivery and Risk

Delivery dates are estimates only. Risk in Equipment passes to the Client on delivery to the Site or to the Client’s nominated carrier. The Provider is not liable for any delay in delivery caused by suppliers, manufacturers or carriers, and may deliver in instalments.

6.3 Title

Title to Equipment does not pass to the Client until the Provider has received payment in full for that Equipment. Until title passes, the Client shall hold the Equipment as bailee, keep it identifiable and insured, and not charge or dispose of it; and the Provider may, on reasonable notice, recover and resell any Equipment for which payment is overdue and enter the Site for that purpose.

6.4 Manufacturer Warranties

Equipment may be covered by manufacturer or third-party warranties. The Provider shall pass through the benefit of such warranties to the Client so far as it is able. Except as set out in Clause 11, the Provider gives no further warranty in respect of third-party Equipment, which is otherwise supplied “as is”. Correctly supplied Equipment is non-returnable except in accordance with the relevant manufacturer’s terms.

7. Client Obligations

The Client shall:

• provide all reasonable access, information, facilities and cooperation necessary for the Provider to supply the Services, including timely site access;
• where the Services depend on the Client’s own staff or contractors, ensure they are suitably qualified and available, and promptly notify the Provider of any change or absence affecting the Services;
• carry out any on-site tasks that the Parties have agreed are the Client’s responsibility, unless the Provider has agreed in writing to perform them;
• act as, or nominate, the primary point of contact for Provider personnel attending its premises; and
• remain responsible for broadcast sources, content, content rights and content compliance, and for obtaining all necessary licences and consents.

Any delay or failure in the Provider’s performance caused by the Client’s failure to meet its obligations is not a breach by the Provider, who shall be entitled to a reasonable extension of time and to recover additional costs reasonably incurred.

8. Out-of-Scope Items and Change Control

The following are outside the standard Services and require a separately agreed Statement of Work and charges:

• business improvement requests, including new features, system enhancements, hardware expansions or functional changes;
• the cost of procuring new, repaired or replacement hardware, and associated shipping, handling or import costs; and
• third-party support contracts, licences or maintenance agreements.

The Client remains solely responsible for third-party support and licensing costs, the employment costs of its own personnel, and all matters relating to broadcast sources, content rights and content compliance. Either Party may request a change to the Services; no change takes effect until agreed in writing, and the Provider need not commence additional or changed work until a corresponding SOW or written variation is agreed.

9. Charges and Payment

9.1 Charges

The Client shall pay the Charges set out in the applicable quotation, Statement of Work or signed agreement. Unless otherwise agreed, recurring Charges are invoiced monthly in advance and payable within thirty (30) days of the invoice date. All Charges are exclusive of VAT and other applicable taxes, which the Client shall pay at the prevailing rate.

9.2 Supplemental Services

Services requested by the Client that fall outside the agreed scope - including additional on-site attendance - are charged at the Provider’s then-current day rate (inclusive of reasonable travel and subsistence unless stated otherwise), subject to periodic review on reasonable advance notice.

9.3 Annual Adjustment

Unless otherwise agreed, recurring Charges may be increased on each anniversary of commencement. Any fixed indexation will be set out in the applicable quotation or signed agreement, and the Provider will give written notice of revised Charges at least thirty (30) days before the anniversary.

9.4 Late Payment

Without prejudice to any other remedy, if the Client fails to pay any undisputed invoice by its due date, the Provider may: (a) charge interest at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily until payment; (b) suspend all or part of the Services on five (5) business days’ written notice, without liability for resulting loss; and (c) require payment in advance as a condition of resuming the Services. The right to interest accrues whether or not the Provider suspends.

9.5 No Set-Off

The Client shall pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law. Any claim shall be pursued separately and shall not entitle the Client to withhold or reduce payment.

9.6 Disputed Invoices

If the Client disputes an invoice in good faith, it must notify the Provider in writing within seven (7) days of the invoice date, stating the basis and amount, and shall pay the undisputed portion by the original due date. The Parties shall use reasonable endeavours to resolve the dispute promptly, and any amount agreed payable shall be paid within seven (7) days of resolution.

10. Term and Termination

10.1 Term

The Services continue for the period set out in the applicable agreement. Where an engagement is for a fixed initial term, it will, unless otherwise agreed, automatically renew for successive periods unless either Party gives written notice of non-renewal within the stated notice period.

10.2 Termination for Convenience

Either Party may terminate an engagement on the written notice set out in the applicable agreement. Any early-termination or break fee stated in that agreement applies and represents a genuine pre-estimate of the Provider’s loss, not a penalty.

10.3 Termination for Cause

Either Party may terminate immediately on written notice if the other: (a) commits a material breach which (where capable of remedy) it fails to remedy within thirty (30) days of written notice; (b) becomes insolvent, enters administration, receivership or liquidation, or makes any arrangement with its creditors; or (c) ceases or threatens to cease to carry on business.

10.4 Consequences of Termination

On termination or expiry: (a) all outstanding Charges become immediately due, including for Equipment ordered or delivered and work performed; (b) each Party shall, on request, return or destroy the other’s Confidential Information; (c) the Provider need not provide transition or handover assistance unless separately agreed in writing and charged at its then-current day rate; and (d) any provision intended to survive (including Clauses 6 (title), 9 (payment), 11 (warranties), 12 (intellectual property), 13 (indemnities), 14 (limitation of liability), 15 (confidentiality), 17 (non-solicitation) and 20 (governing law)) continues in force.

11. Warranties

The Provider warrants that it will perform the Services with reasonable care and skill and using suitably qualified personnel.

For an Installation Project, the Provider warrants that the Deliverables will, for the defects period in Clause 5.5, materially conform to the relevant Statement of Work. The Provider warrants that it will pass good title to any Equipment it supplies.

Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded. In particular, the Provider does not warrant that the Services or any system will be uninterrupted or error-free, or that they will be fit for any purpose not expressly agreed in writing. Third-party Equipment and software are supplied subject only to the warranties in Clause 6.4.

12. Intellectual Property

All intellectual property rights in the monitoring solutions, alerting systems, dashboards, tooling, documentation and other materials created or provided by the Provider (the “Provider IP”) remain the sole and exclusive property of the Provider. Nothing in these Terms transfers any right, title or interest in the Provider IP to the Client.

The Provider grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Provider IP solely to receive the Services during the Term. This licence terminates automatically on expiry or termination, whereupon the Client shall cease all use and, if requested, confirm in writing that it has done so. The Client shall not reverse-engineer, copy, modify or replicate any part of the Provider IP; any breach of this Clause is a material breach. Each Party retains pre-existing intellectual property, and the Client retains ownership of its own content, data and materials. Where a Statement of Work expressly provides that specific bespoke deliverables are to be assigned to the Client, that assignment takes effect only on full payment for them.

13. Indemnities

13.1 Provider IP Indemnity

The Provider shall indemnify the Client against damages finally awarded against the Client for a third-party claim that the Client’s permitted use of the Provider IP infringes that third party’s intellectual property rights in the United Kingdom, provided the Client: (a) promptly notifies the Provider in writing of the claim; (b) gives the Provider sole control of its defence and settlement; and (c) provides reasonable cooperation. This indemnity does not apply to any claim arising from the Client’s content, from combination of the Provider IP with items not supplied by the Provider, or from modification or use of the Provider IP otherwise than as permitted. The Provider may, at its option, procure the right to continue use, modify or replace the affected Provider IP, or terminate the licence and refund any pre-paid Charges for it. This Clause 13.1 states the Client’s sole remedy and the Provider’s entire liability for intellectual property infringement, and is subject to Clause 14.

13.2 Client Content Indemnity

The Client shall indemnify the Provider against all losses, damages, costs and expenses arising out of or in connection with: (a) the broadcast sources, content and content rights handled in connection with the Services; (b) any breach of the Client’s responsibilities for content, rights and regulatory compliance under Clauses 7 and 8; and (c) any claim that the Provider’s use of materials supplied by the Client infringes a third party’s rights.

14. Limitation of Liability

Nothing in these Terms limits or excludes either Party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded. Nothing in this Clause limits the Client’s obligation to pay the Charges or the Client’s liability under the indemnity in Clause 13.2.

Subject to the above, neither Party shall be liable for any indirect, consequential, special or incidental loss, or for any loss of revenue, profit, anticipated savings, data or business opportunity, whether in contract, tort (including negligence) or otherwise. The Provider’s total aggregate liability in connection with the Services and Equipment (whether in contract, tort or otherwise) shall not exceed the total Charges paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim.

The Provider shall have no liability for: (a) any failure or degradation of the Services caused by the Client’s failure to meet its obligations under Clause 7; (b) any act or omission of third parties, including network carriers and infrastructure providers, over whom the Provider has no control; (c) any fault in Client-owned equipment or third-party software; or (d) any broadcast, content or regulatory loss.

15. Confidentiality

Each Party shall keep confidential all information received from the other that is designated as confidential or ought reasonably to be considered confidential (“Confidential Information”), and shall use it only to perform its obligations and disclose it only to those who need to know it and are bound by equivalent obligations. These obligations do not apply to information that is or becomes public other than through breach, was lawfully known beforehand, is independently developed, or must be disclosed by law or a regulator. This Clause survives termination for three (3) years.

16. Data Protection

Each Party shall comply with its obligations under the Data Protection Act 2018 and the UK GDPR in respect of any personal data processed in connection with the Services. Where one Party processes personal data on behalf of the other, the Parties shall enter into a separate data processing agreement on request.

17. Non-Solicitation of Personnel

During the Term and for twelve (12) months after it ends, neither Party shall directly or indirectly solicit or entice away, or employ or engage, any employee or contractor of the other who has been materially involved in the Services, except by means of a general recruitment advertisement not specifically targeted at that individual. If a Party breaches this Clause, it shall pay the other a sum equal to twenty per cent (20%) of the individual’s gross annual remuneration, which the Parties agree is a genuine pre-estimate of the loss suffered and not a penalty.

18. Insurance

Each Party shall maintain, with reputable insurers, the insurance appropriate to its obligations under these Terms, including public liability insurance and (in the Provider’s case) professional indemnity insurance, at levels that are commercially reasonable for the nature and scale of the Services. Each Party shall, on reasonable written request, provide evidence that the relevant cover is in force.

19. Force Majeure

Neither Party shall be liable for any failure or delay caused by a “Force Majeure Event” - any circumstance beyond its reasonable control, including acts of God, flood, fire, epidemic, pandemic, war, terrorism, civil commotion, industrial action, and the failure of third-party carrier or network infrastructure. The affected Party shall notify the other promptly and use reasonable endeavours to mitigate and resume performance. Charges continue to accrue during the event. If it continues for more than sixty (60) consecutive days, either Party may terminate the affected engagement on fourteen (14) days’ written notice, without liability save for amounts already due.

20. General Provisions

20.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of its courts.

20.2 Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

20.3 Entire Agreement

These Terms, together with any quotation, Statement of Work or signed agreement, constitute the entire agreement between the Parties and supersede all prior agreements and representations. Neither Party has relied on any representation not expressly set out in writing.

20.4 Variation, Waiver and Severability

No variation is effective unless made in writing and signed by both Parties. No failure or delay in exercising a right is a waiver of it. If any provision is found invalid or unenforceable, it shall be deemed deleted and the remainder shall continue in full force.

20.5 Assignment

The Client may not assign or otherwise transfer its rights or obligations without the Provider’s prior written consent (not to be unreasonably withheld). The Provider may assign, subcontract or novate any part of its rights and obligations, provided it remains responsible for performance of the Services.

20.6 Notices and Relationship

Notices shall be in writing and given by email to the addresses notified by the Parties, deemed given on transmission absent a delivery-failure notification. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.