FIVE NOTES MEDIA TERMS AND CONDITIONS OF BUSINESS

These terms and conditions form the trading agreement and user licence between the company and the client, and are non-negotiable. This agreement takes effect from the date on which Five Notes Media products or services have been accepted by you, the client.

Definitions:
‘The Client’ – the recipient of Five Notes Media’s promotional/digital services
‘The Company’ -Five Notes Media Ltd, provider of digital media marketing services
‘Product’ – any product provided by Five Notes Media Ltd, as above
‘Contract’ – contract between Five Notes Media Ltd and the client incorporating these terms
‘Parties’ – the client and the company, as specified above

Service Commitment

1. 1Five Notes Media Ltd will use all reasonable skills and care in creating and supplying the client with their chosen digital product, as directed by the Client Spec Sheet completed by the client.
1.2 No product can be produced without the provision of a Client Spec Sheet and subsequent discussion via email and/or telephone conversation, to ensure that the company can provide the client with a suitably desired product, in the correct style and composition.
1.3 The company is committed to do their best to deliver the product or service within the pre-agreed time frame.
1.4 Five Notes Media will not be responsible for any booking or quality control of any client products or services that the client sells as a result of the media product (s) produced by the company.
1.5 The client is responsible for ensuring that the information provided in the Client Spec Sheet brief and any other communication between client and company is accurate in all respects, and clearly states what they require. Any alterations must be highlighted and completed BEFORE the job completion. The client is wholly responsible for raising any errors, omissions or changes required. If there has been no request for alterations, the
client will be deemed to have approved the product created by Five Note Media. Any alterations the client desires after the conclusion of the Contract will be subject to additional charges, and work will then be completed to the company’s schedule.
1.6 Five Notes Media agree to produce video content that the client may use on any digital platform for the term of the user licence. Any content is for the sole use of the client. The client is prohibited from reselling any video content to a third party. It is the responsibility of the client to ensure that any product purchased from the company is posted in line with the rules and regulations of the digital media platform, or the feed of the relevant company or individual. Five Notes Media is not liable or responsible in any way for any dispute that may arise between the client and any other third party through misuse of products.
1.7 The company guarantee that any content supplied by them is copyright free, and can be used freely across all digital media channels and platforms. No content provided by the company from a third party can be resold or reused in any way by the client.
1.8 It is the responsibility of the client to ensure that they have the appropriate, required licences to use any assets provided by them to the company. Five Notes Media is not liable or responsible for any claims that may arise from misuse or illegal use of contents that have been supplied by the client.
1.9 The client agrees to allow the company to make suitable changes to any content they have supplied for the production of social media marketing products in line with any licence requirements, to achieve the best possible product for the promotion of the client’s business and/or services. The client must notify the company at the time of supply if they do not wish any changes to be made to content, or the licence prohibits this. The company will
not use any client content for any other project without the express, written permission of the client.
1.10 If the client states any unhappiness with the completed product, a full breakdown of concerns will need to be supplied. The company will then assess this feedback and if applicable, will suggest solutions to rework the product to the client’s satisfaction. If the client concerns are proven to be as a result of a mis-representation of their brief by the company, the editing will be undertaken free of charge. If the unhappiness is as a result of a
client’s alteration of style, précis or requirements, or a failure on the part of the client to provide clarity within their communication leading to disappointment in finished product, any changes needed will then be at the cost of the client. The client shall have no right to withhold payment on the basis of style or composition. An extension to the original deadline, in either aforesaid case, will be agreed by both parties.
1.11 If there is any delay in provision of details, materials, instructions or deposit payment by the client, the company reserves the right to implement an additional small fee for administration and resource costs, as well as re-set the original agreed deadline date for completion of product.
1.12 If the client decides to cancel the contract during the creation process, the client will be liable to pay any
production and resource costs that the company have incurred up to the time of cancellation. The client will also forfeit any rights or licence to any draft, design, content or product of Five Notes Media.
1.13 The company reserve the right to suspend or terminate any Contract with a client who has acted in any way that is deemed to be inappropriate, discriminatory, unprofessional, unlawful.

Fees And Payment Of

2.1 Products and services supplied by Five Notes Media Ltd are as quoted on the company website, inclusive of VAT.
2.2 A deposit of 20% of the full published price is required at project commencement, and is non-refundable, except in the following circumstances:
>> if the company fails to deliver the product within the agreed time frame, and no force majeure events have occurred to prevent this, or unless either party have requested an extension which must have been agreed to by both parties.
>>if the company delivers a product with any copy issues, such as spelling error or inappropriate content, where a
deadline extension will be requested by the company to correct these issues.
2.3 Full payment for products or services must be settled within seven days of project completion. All work remains the full copyright of Five Notes Media Ltd until settlement of account has been received and verified.
2.4 If the client cancels the project before its completion, the 20% deposit will be forfeited by the client, and they will be liable to pay any production costs incurred by the company up to the date of cancellation.
2.5 If the client is deemed unable to pay its debts due to bankruptcy petition or similar, they must immediately inform the company, who will then have the right to pursue the fees incurred on the project through the appropriate parties as a Contracted debt. The client will also forfeit the right to any Five Notes Media products until debts are paid.
2.6 The company reserves the right to implement late payment fees as follows:
– 4% late payment fee implemented to any client exceeding the above settlement terms, unless the reason for
non-payment is considered valid and acceptable on that occasion by the company.
– the late payment fee will be applied to the month in question, then every month following at a rate of 3%
upon the total outstanding amount as it stands per month, until the account is paid in full.

Warranties and Liability

3.1 Company liability to the client is solely in relation to this Contract, and the charges for products supplied.
3.2 The company will not be liable to the client for any loss, malfunction or destruction of software or systems which occur after use of products supplied by the company, though the company will do their best to ensure that their products cause no unauthorised access permission with use.
3.3 The company is not liable to provide its products to any client, where the contents of said product as requested by the client shall include any unsuitable, offensive or racist material or content.
3.4 The company is not responsible or liable for any loss of profit, business, revenue, goodwill, claims, fraudulent or adverse behaviour that may be suffered by the client. Five Notes Media can offer no sort of guarantee of the
success of any marketing or media campaign involving any of its products or content.
3.5 The company cannot be held liable or responsible for any infringement of copyright caused by the client’s content or images given to the company for inclusion in their marketing products. See also Clause 1.9.
3.6 The company will be subject to liability investigation where any personal injury or death arises as a direct result of company negligence. Any claim made against the company must be effected within one year of the issue.

Intellectual Property Rights

4.1 The Intellectual Property Rights (or IPRs), including where appropriate and applicable, copyright, in any product or service created and supplied by Five Notes Media will be assigned to the client after full payment has been received, and for the period of up to one year, as exactly and precisely delivered by Five Notes Media and for agreed marketing use only, on completion of this Contract.
4.2 The client WILL NOT ALTER, AMEND, DEVELOP OR RE-CREATE any product supplied by the company, or anything substantially similar, for a separate promotional or marketing purpose.
The IPRs and user licence is for the use of the product (s) supplied as a result of this Contract ONLY. All modifications belong to Five Notes Media. Any act of this nature with the use of supplied products will be deemed as breach of contract and company copyright, and will be subject to relevant UK legal action. In the instance of any legal action having to be taken, the client will be responsible for any loss, legal fees and expenses incurred as a result, and will indemnify the company accordingly.
4.3 It is the responsibility of the client to ensure that any IPRs, domain names or any other similar information as
supplied to the company is properly registered and copyrighted, and that no information provided for use in their
requested product will infringe on any third party rights and regulations. Any breach of these laws which results in a third party bringing a claim against the company, the client will indemnify the company for any loss, damage,
legal costs and expenses caused. Wherever possible, as determined by the company or its legal representation, the company will offer the client the opportunity to participate in the defence of any such claim.
4.4 The company shall have the right to use or allow use of any such IPRs like logos, company details, trading styles or trade names belonging to the client for the purpose of fulfilling the Contractual product (s). Unless otherwise stated in writing by the client, the company will be permitted to use any IPR for the sole purpose of promoting and advertising its own services and products.
4.5 Five Notes Media reserves the right to re-use any content supplied by themselves to the client in any other project, including stock footage; the client has no exclusive rights to any Five Notes Media content. The client’s rights and user licence as specified elsewhere in this Contract are not affected.
4.6 The client warrants that the name, address and payment information provided are legal and correct. Any changes in these details must be related to the company immediately. If any official. legal enquiries are made to the company in relation to the client, the company is entitled to disclose said information to the officials.

Confidentiality

5.1 We will respect and protect our clients’ confidential details at all times. Please refer to our Privacy Policy for further details.
5.2 The client must not disclose any commercially confidential documentation, client spec sheets, procedures or other company details to any other party without the prior written agreement of Five Notes Media.

Other

6.1 Five Notes Media Ltd reserves the right to alter these terms and conditions of service at any time, to comply with any relevant safety or statutory requirements.
6.2 English law applies to the Contract and the Terms, and the parties hereby submit to the non-exclusive jurisdiction of the English courts.
6.3 Five Notes Media Ltd is not under any liability for any breach of this contractual agreement where it is as a result of matters beyond its control (force majeure) including, but not limited to, Act of God, industrial dispute, fire, flood, drought, power failure or acts of government or authorities.
6.4 Any third party who is not either company or client involved in the provision of products or services for which this contractual agreement has been signed has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any clause within this contract.