1. These Terms and conditions apply to the provision of the services detailed in our quotation (services) by Silverstream TV, a company registered in England and Wales under the number 5332599 whose registered office is at 2A De La Hay Avenue, Plymouth, Devon, PL3 4HU (we or us) to the person buying the services (you).
2. You are deemed to have accepted these terms and conditions when you accept our quotation or from the date of any performance of the services (whichever happens earlier) and these Terms and Conditions and our quotation (the contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
4. A “business day” means any other day other than a Saturday, Sunday or bank holiday in England and Wales
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation
6. Words imparting the singular number shall include the plural and vice-versa
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the services which are necessary to comply with the applicable law or safety requirement, and we will notify you if this is necessary.
8. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
9. You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
10. If you do not comply with clause 10, we can terminate the Services.
11. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations)
12. The fees (Fees) for the Services are set out in the quotation.
13. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. Wherever possible we will endeavour to agree these costs in advance.
14. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services. Wherever possible we will endeavour to agree these costs in advance.
15. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
16. You must pay a deposit (“Deposit”) as detailed in the quotation within 30 days of acceptance
17. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
18. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure. Where the failure is not our fault, no refund will be made.
19. We can withdraw, cancel or amend a quotation if it has not been accepted by if, or if the Services have not started, within a period of 90 days from the date of the quotation, (unless the quotation has been withdrawn).
20. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
21. Once a quotation has been agreed, we will honour the Services without the right to cancel. If in extreme circumstances we cannot perform all of the agreed Services, we will refund any current depositories that have been made toward the Services thus far. This is in compliance with section 19 of Fees and Deposits.
22. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
23. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
24. We will invoice you for payment of the Fees either:
When we have completed the Services; or
On the invoice date(s) set out in the quotation.
25. You must pay the Fees due within 30 days of the date of your invoice or otherwise in accordance with any credit terms agreed between us.
26. Time for payment shall be of the essence of the Contract.
27. In accordance with the Late Payment of Commercial Debts (interest) Act 1998 … we retain the right to charge interest and compensation. Interest will be charged at a rate of 8% over the Bank of England base rate, together with compensation at the rate of £60 per invoice.
28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
34. We can terminate the provision of the Services immediately if you:
Commit a material breach of your obligations under these Terms and Conditions; or
Fail to make payment of any amount due under the Contract on the due date for payment; or
Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertaking or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
35. We reserve the right to use any material gleaned form our Services provided to you for our own promotional purposes, unless otherwise stated by you prior to the delivery of the Service. If in any circumstance whereby you do not wish us to use or have access to any material produced or collected from our Service to you, you must state so in writing prior to the delivery of the Service in question.
36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our obligations under these Terms and Conditions or the quotation for;
Any indirect, special, or consequential loss, damage, costs or expenses or;
Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any good supplied in connection with the Services.
39. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
40. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
41. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
42. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
43. Notices shall be deemed to have been duly given:
When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
On the fifth business day following mailing, if mailed by national ordinary mail; or
On the tenth business day following mailing, if mailed by airmail.
44. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
45. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy
46. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
47. The Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject of the exclusive jurisdiction of the English and Welsh courts.