EXPLNERS TERMS OF SALE
BACKGROUND:
These Terms of Sale set out the terms under which Services are sold and provided by Us to business customers through this website, https://www.explners.com (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before ordering any Services from Our Site. You will be required to read and accept these Terms of Sale when ordering Services. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Services through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.
Definitions and Interpretation
1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Contract”
means a contract for the purchase and sale of Services, as explained in Clause 6;
“Data Protection Legislation”
means 1) the UK GDPR including the retained version of the EU Regulation 2016/679 General Data Protection Regulation (“GDPR”), the Data Protection Act 2018 and any national implementing laws, regulations, and secondary legislation (as amended from time to time);
“Order”
means your order for the Services;
“Order Confirmation”
means Our acceptance and confirmation of your Order;
“Order Number”
“Quotation”
means the reference number for your Order;
means Quotation issued by Us for the Services;
“Services”
means video production services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation) in accordance with Clause 8 and these Terms of Sale; and
“We/Us/Our”
means EXPLNERS Ltd, a company registered in England under company number 15370959, whose registered address is at 67 Dalewood Avenue, Sheffield, United Kingdom, S8 0EG.
2. Information About Us
2.1 Our Site, https://www.explners.com, is owned and operated by EXPLNERS Ltd, a company registered in England under company number 15370959, whose registered address is at 67 Dalewood Avenue, Sheffield, United Kingdom, S8 0EG.
3. Access to and Use of Our Site
3.1 Access to some parts of Our Site is free of charge.
3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.
3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
4. Business Customers and Consumers
4.1 These Terms of Sale apply to business customers only. These Terms of Sale do not apply to individual consumers purchasing Services for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).
4.2 These Terms of Sale, together with any other terms and, where applicable, Data Processing Agreements referenced herein that are applicable to the Services ordered, constitute the entire agreement between Us and you with respect to your purchase of Services from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
5. Quotation, Services, Pricing and Availability
5.1 The price will be as stated by Us in the Quotation.
5.2 You agree to pay a deposit, typically 50% of the value of the Quotation, with your Order submission. We will not be able to work on a project until We are in receipt of your deposit.
5.3 If the Services have not been completed within the agreed project timeline due to circumstances before Our reasonable control, you agree to pay to Us any unpaid balance of the Quotation.
5.4 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however, please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances. If during the project any specific deliverables change, including, without limitations, longer videos or additional outputs, additional costs may apply and We will communicate any such changes and additional costs.
5.5 Please note that the above sub-Clause does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether.
5.6 Where appropriate, you may be required to select the required options in relation to Our Services.
5.7 We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order.
5.8 All prices are checked by Us when We process your Order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing your Order until you respond. If We do not receive a response from you within 60 days, We will treat your Order as cancelled and notify you of the same in writing.
5.9 Prices are exclusive of VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
6. Orders – How Contracts Are Formed
6.1 We will discuss work with you, whether by email, phonecall and/or brief. If requested by you, we will issue a Quotation for our Services together with a proposal document. By agreeing to the Quotation and Our proposal document within the timeframe and other conditions of those documents, you place your Order with Us, subject to 50% upfront payment, unless agreed otherwise in writing. We will at that stage obtain a PO number from you, where relevant.
6.2 Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you (“the Contract”).
6.3 Order Confirmations shall contain the following information:
6.3.1 Your project reference number;
6.3.2 Confirmation of the Services ordered including full details of the main characteristics of those Services;
6.3.3 Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges;
6.3.4 Approximate project timelines as agreed; and
6.3.5 Expected final payment date.
6.4 We can also provide a paper copy of the Order Confirmation on request.
6.5 If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you as soon as possible and in any event within 28 calendar days.
6.6 If you change your Order, We will confirm all agreed changes in writing by email.
6.7 We may cancel your Order at any time before We begin providing the Services in the following circumstances:
6.7.1 The required personnel and/or required materials necessary for the provision of the Services are not available; or
6.7.2 An event outside of Our control continues for more than 3 months (please refer to Clause 13 for events outside of Our control).
6.8 If We cancel your Order under sub-Clause 6.7 and We have taken payment any such sums will be refunded to you as soon as possible and in any event within 28 calendar days. If We cancel your Order, you will be informed by email and the cancellation will be confirmed in writing by email.
6.9 Any refunds due under this Clause 6 will be made using the same payment method that you used when ordering the Services.
6.10 Any services requested in addition to the Services confirmed by Our Order Confirmation will be subject to additional quotations and costs. We reserve the right to decline any such additional services but this shall not affect the provision of any existing Services.
6.11 If We agree to use a purchase order system at your request, you agree to supply to Us the relevant purchase order number before commencing work on a project.
7. Payment
7.1 Our standard payment terms are 50% of payment is due before project start and 50% on project completion, unless otherwise is agreed in writing between you and Us.
7.2 If the Services have not been completed within the agreed project timeline due to circumstances beyond Our reasonable control, you agree to pay to Us any unpaid balance of the Quotation.
7.3 All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
7.4 We accept the following methods of payment:
7.4.1 BACS/ bank transfer; or
7.4.2 Cheques payable to EXPLNERS Limited.
7.5 If you do not make any payment to Us within 30 calendar days of receipt of Our invoice, We may charge you interest on the overdue sum at the rate of 10% per annum above the base rate of the Bank of England from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
7.6 The provisions of sub-Clause 7.5 will not apply if you have promptly contacted Us to dispute an invoice in good faith. No interest will be payable while such a dispute is ongoing. Once any such dispute is resolved, We will charge interest on correctly invoiced sums from the original due date.
8. Provision and Delivery of the Services
8.1 We will provide the Services with reasonable skill and care consistent with best practices and standards in the market research and video production industries. We will begin providing the Services on the date agreed with you that We shall confirm in the Order Confirmation.
8.2 We will continue providing the Services until the estimated completion date set out in the Order Confirmation, subject to not being able to do so due to any circumstances beyond Our reasonable control.
8.3 We will make every reasonable effort to provide the Services in a timely manner and to complete them on time. We cannot, however, be held responsible for any delays if an event outside of Our control occurs, including, without limitation, where We recruit participants for a project and they subsequently withdraw or where We rely on suppliers for a particular project. Please refer to Clause 13 for events outside of Our control.
8.4 Any and all personal data processed by Us (as a data processor) on your behalf (as a data controller) in the course of providing the Services shall be processed in accordance with the terms of a separate Data Processing Agreement between Us and you, as per the requirements of the Data Protection Legislation.
8.5 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the nature of the Services you have ordered, We may require information or action including supporting materials, a briefing document, briefing phonecall and face to face meetings.
8.6 If the information you provide or the action you take under sub-Clause 8.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.
8.7 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 8.5, We may suspend the Services (and will inform you of that suspension by email).
8.8 In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action We will inform you in advance by email before suspending or interrupting the Services.
8.9 If the Services are suspended or interrupted under sub-Clauses 8.7, or 8.8 you will not be required to pay for them during the period of suspension. You must, however, pay any sums that may already be due by the appropriate due date(s).
8.10 If you do not pay Us for the Services as required by Clause 7, We may suspend the Services until you have paid any and all outstanding sums due. If this happens, We will inform you by email. This does not affect Our right to charge you interest on any overdue sums under sub-Clause 7.5.
8.11 We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonable possible via email.
8.12 We will use reasonable endeavours to remedy problems with the Services as quickly as is reasonably possible and practical.
8.13 We will not charge you for remedying problems under this Clause 8 where the problems have been caused by Us, or any of Our agents or sub-contractors. If We determine that a problem has been caused by you, including your provision of incorrect or incomplete information or taking of incorrect action, sub-Clause 8.6 will apply and We may charge you for the remedial work.
8.14 If We use your chosen participants for a project, We shall not be held responsible for late or incomplete delivery of Our Services if any of such participants withdraws or declines to take part in all or a specific segment. We will endeavour to take commercially reasonable efforts to mitigate and deliver Our Services if any such event occurs but additional costs may apply.
8.15 We will keep any outputs and deliverables, including, without limitation, videos, photographs, reports and others in Our archive in accordance with Our retention times and procedures. These will be available for clients (provided that all the terms of these Terms of Service have been complied with) for 6 (six) months after the original delivery date of the Services unless otherwise specified in writing in Our Order Confirmation.
9. Cancelling the Services
9.1 Cancellation of Contracts shall be subject to the specific terms governing the Services in question and may be subject to a minimum contract duration. Details of the relevant duration, cancellation provisions and minimum notice periods will be provided and confirmed in Our Order Confirmation.
9.2 If you wish to cancel under this Clause 9, you may inform Us of your cancellation by:
9.2.1 Email: hello@explners.com;
Providing Us with your name, address, email address, telephone number, and Order Number.
9.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services in the future, however please note that you are under no obligation to provide any details if you do not wish to.
9.4 Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel (please note that this may include charges for work that We have undertaken where We have reasonably incurred costs). Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.
9.5 Refunds under this Clause 9 will be issued to you as soon as possible, and in any event within 28 calendar days of the day on which you inform Us that you wish to cancel.
9.6 Refunds under this Clause 9 will be made using the same payment method that you used when ordering the Services.
10. Ending the Contract Because of Something We Have Done (or Will Do)
10.1 You may end the Contract immediately at any time by giving Us written notice in the following circumstances:
10.1.1 We breach the Contract in a material way and fail to remedy the breach within 28 days of you asking Us to do so in writing;
10.1.2 We go into liquidation or have a receiver or administrator appointed over Our assets;
10.1.3 We change these Terms of Sale to your material disadvantage;
10.1.4 We are adversely affected by an event outside of Our control that continues for more than 3 months (as under sub-Clause 13.2.5).
10.2 If you wish to cancel under this Clause 10, you may inform Us of your cancellation by:
10.2.1 Email: hello@explners.com;
Providing Us with your name, address, email address, telephone number, and Order Number.
10.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services in the future, however please note that you are under no obligation to provide any details if you do not wish to.
10.4 Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel (please note that this may include charges for preparatory work that We have undertaken where We have reasonably incurred costs). Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums. If you are cancelling due to Our breach under sub-Clause 10.1.1, you will not be required to make any payment to Us (unless such failure is due to an event outside of Our control or is due to your failure to comply with any of your obligations).
10.5 Refunds under this Clause 10 will be issued to you as soon as possible, and in any event within 28 calendar days of the day on which you inform Us that you wish to cancel.
10.6 Refunds under this Clause 10 will be made using the same payment method that you used when ordering the Services.
11. Our Rights to Cancel
11.1 For cancellations before We begin providing the Services, please refer to sub-Clause 6.8.
11.2 We may cancel the Contract after We have begun providing the Services due to an Event outside of Our control that continues for more than 3 months (as under sub-Clause 13.2.4), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services. In such cases, you will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.
11.3 Once We have begun providing the Services, We may cancel the Contract at any time and will give you at least 14 calendar days written notice of such cancellation. You will only be required to pay for Services that you have received. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.
11.4 We may cancel immediately by giving you written notice in the following circumstances. You will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums:
11.4.1 You fail to make a payment by the due date as set out in Clause 7. This does not affect Our right to charge you interest on any overdue sums as set out in sub-Clause 7.5; or
11.4.2 You breach the contract in a material way and fail to remedy the breach within 14 calendar days of Us asking you to do so in writing.
11.5 Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 28 calendar days of the day on which you inform Us that you wish to cancel.
11.6 Refunds under this Clause 11 will be made using the same payment method that you used when ordering the Services.
12. Our Liability
12.1 Subject to sub-Clauses 12.3 and 12.4, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.
12.2 Subject to sub-Clauses 12.3 and 12.4 Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 10% of the total sums paid by you under the contract in question.
12.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
12.4 If We are providing Services in your property and We cause any damage, We will make good that damage at no additional cost to you. We are not responsible for any pre-existing faults or damage in or to your property that We may discover while providing the Services.
13. Events Outside of Our Control (Force Majeure)
13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
13.2 If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
13.2.1 We will inform you as soon as is reasonably possible;
13.2.2 Our obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
13.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
13.2.4 If the event outside of Our control continues for more than 3 months We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 28 calendar days after the date on which We inform you of the cancellation;
13.2.5 If an event outside of Our control occurs and continues for more than 3 months and you wish to cancel the Contract as a result, you may do so by:
13.2.5.1 Email: hello@explners.com;
Providing Us with your name, address, email address, telephone number, and Order Number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event no later than 28 calendar days after the date on which you inform Us that you wish to cancel.
14. Communication and Contact Details
14.1 If you wish to contact Us, please use Our email address hello@explner.com.
15. Complaints and Feedback
15.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
15.2 If you wish to give Us feedback about any aspect of your dealings with Us, please contact Us on our email address hello@explners.com.
16. How We Use Your Personal Information (Data Protection)
16.1 All personal information of yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights under the Data Protection Legislation.
16.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy at https://www.explners.com/privacy-policy
16.3 Please also refer to sub-Clause 8.4, with reference to specific Data Processing Agreements, where the Services will entail Us processing personal data on your behalf.
17. Other Important Terms
17.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.
17.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
17.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
17.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
17.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
17.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale at any time, We will give you at least 14 calendar days written notice of the changes before they come into effect. If you wish to cancel the Contract as a result, please refer to sub-Clause 10.1.3.
17.7 We may publicise an element of the work as part of a business showreel with your consent, such consent not to be unreasonably withheld, conditioned or delayed.
17.8 We reserve the right to include a business watermark, logo and/or end credits that reference EXPLNERS Ltd within our deliverables including but not limited to videos, images, sound files and written work and you may not remove or obscure any such watermark, logo and/or end credits.
17.9 All content captured for as part of this Order is used as a non-exclusive license and We reserve the right to use anonymised video and/or audio content for additional projects and purposes that may or may not provide revenue for Us. This is including but not limited to re-purposing video footage for additional deliverables and uploading anonymous content for purchase via third-party websites.
18. Law and Jurisdiction
18.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
18.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
18.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions and your use of Our Website (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
18.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
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