Terms of Business

The following terms and conditions apply to all video developments, (the Services) provided by First Class Design Limited (FCD), trading as ‘buzzz.media’, to the Client. Acceptance of purchase and/or use of the Services shall be considered acceptance of the Terms.

01. Charges

Charges for the Services is as displayed on the ‘buzzz.media’ website.

Work will commence on receipt of the payment.

Any additional expenses necessary for the completion of the work, i.e. special fonts and stock photography, will be agreed and payed for prior to the release of the finished video or banner.

All dsplayed prices are exclusive of VAT.

02. Payment

Payment for services is due by credit card, debit card or cheque. Please contact us if you would like to pay by bank transfer or any other method.

Cheques should be made payable to First Class Design Limited and sent to:

First Class Design Limited,
10 South Parade,
Doncaster,
DN1 2DY.

03. Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (Microsoft Word or Google Docs delivered via USB drive, e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by FCD to return to the Client any images or printed material provided for use in creation of the Client’s video, such return cannot be guaranteed.

Client Review

FCD will provide the Client with an opportunity to review the appearance and content of the video after the design phase.

A round of amends to the video will be accepted with no charge. Any amendments after the round of amends will be charged as extra at £21.00 per half hour.

At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies FCD otherwise within ten (10) days of the date the materials are made available to the Client.

05. Turnaround Time and Content Control

The Client agrees to provide FCD promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by FCD for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid FCD with progressing the commission in a satisfactory and expedient manner.

During the project, FCD will require the Client to provide video content; text, images, movies and sound files, along with any relevant background information.

06. Platforms

FCD makes every effort to ensure videos are designed to be viewed by the majority of visitors. Videos are designed to work with the most popular current platforms (e.g. YouTube, Facebook, Twitter, Instagram, Pinterest and LinkedIn). The Client agrees that FCD cannot guarantee correct compatibility with all platforms across different devices.

If any platform updates, FCD cannot accept responsibility for videos which do not display acceptably after the video has been handed over to the Client. As such, FCD reserves the right to quote for any work involved in changing the video for it to work with an updated platform.

07. Termination and refunds

Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing, i.e. email or letter. The Client will be charged for work completed (including any expenses incurred, as outlined in clause 1) to the date of first notice of cancellation, and payment will be made in full within thirty (30) days.

08. Indemnity

All FCD services may be used for lawful purposes only. The Client agrees to indemnify and hold harmless FCD against all damages, losses and expenses arising as a result of any and all actions or claims resulting from the Client’s use of FCD’s service.

09. Intellectual property

The Client hereby grants to FCD a non-exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of FCD. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting FCD permission and rights for use of the same.

A contract for website design and/or placement shall be regarded as a guarantee by the Client to FCD that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The Client shall indemnify and hold harmless FCD against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to FCD by or on behalf of the Client infringe the IP Rights of a third party.

10. Confidentiality

Each party (the Receiving Party) shall use its reasonable endeavours to keep confidential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the Confidential Information) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.

During the term of these Terms the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.

The obligations in this clause 10 shall not apply to any Confidential Information which is:

at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the Receiving Party or any Recipient; furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.

All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately delivered by the Receiving Party to the Disclosing Party upon the Disclosing Party’s request or the termination of these Terms (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

11. Data protection

For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to FCD, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.

Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.

The Client will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include you providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the Client to FCD and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.

The parties acknowledge that if FCD processes any personal data on the Client’s behalf when performing its obligations under this agreement, the Client is the controller and FCD is the processor for the purposes of Data Protection Law.

The scope, nature and purpose of processing by FCD, the duration of the processing and the types of personal data and categories of data subject are set out in our Privacy Notice and the project quotation.

In relation to the processing of personal data under these terms and conditions, FCD shall:

  • process personal data on the Client’s behalf only on and in accordance with the Client’s documented instructions as set out in this clause 11 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
  • ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  • implement and maintain appropriate technical and organisational measures in relation to the processing of personal data;
  • you hereby acknowledge that you are satisfied that our processing operations and technical and organisational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;
  • promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
  • assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance; retain personal data in accordance with the retention periods set out in our Privacy Notice;
  • make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year;
  • and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits;
  • take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the Terms; and notify the Client without delay (and if possible within 24 hours) upon us or any sub-processor becoming aware of a personal data breach affecting personal data processed on the Client’s behalf, providing the Client with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.

The Client hereby gives FCD consent to engage sub-processors for processing of personal data on your behalf. We shall inform the Client before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.

FCD shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to the Client for the performance or non-performance of the sub-processors’ obligations. Upon your request, we are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.

We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.

12. General

These Terms constitute the entire agreement between the parties and supersedes all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter.

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to FCD. Notices to FCD shall be sent to the email address or address set out at https://www.fcd.org.uk/contact.

13. Liability

Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence;
(b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.

FCD shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) any indirect or consequential loss; (h) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the video; or (i) loss or damage to the Client’s artwork/photos supplied for the video, whether as a result of negligence or otherwise.

The entire liability of FCD to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

14. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.

15. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

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