Terms and Conditions for Vidbrain

Effective Date: 12.02.2024

1. Introduction

These Terms and Conditions govern the provision of interactive sales-marketing solutions and related services (“the Services”) provided by Vidbrain (“the Agency”), registered at 12 Constance St, London, E16 2DQ, UK, to its clients (“the Client”). By engaging with the Agency for services, the Client agrees to be bound by these Terms and Conditions.

2. Services

The Agency agrees to provide the Services as outlined in the accompanying service agreement or project proposal. This includes, but is not limited to, scripting, video production, and marketing solutions tailored to the needs of the Client. The specific scope of Services, deliverables, timelines, and any special conditions will be detailed in the service agreement or project proposal.

3. Payment Terms

Fees for the Services shall be as specified in the service agreement or project proposal. Payment terms are net 15 days from the date of invoice, unless otherwise agreed upon. Late payments may incur late payment interest at the rate of 8% per annum above the Bank of England base rate.

4. Intellectual Property

All intellectual property rights in the materials, software, and other assets created by the Agency in the course of providing the Services shall remain the property of the Agency. The Client is granted a non-exclusive license to use such materials solely in connection with the Services and for the intended purpose.

5. Confidentiality

Both parties agree to maintain the confidentiality of all confidential information received in connection with the Services. Neither party shall disclose such information to any third party without the prior written consent of the other party.

6. Data Protection and GDPR Compliance

The Agency is committed to protecting the privacy and security of company data in compliance with the GDPR. Vidbrain shall process any personal data under lawful bases and implement appropriate security measures. The Agency shall assist the Client in fulfilling GDPR obligations and notify the Client of any personal data breaches.

7. Subcontractors and SLA for Video Production Services

Vidbrain may engage subcontractors for video production services. Subcontractors will be vetted for compliance with GDPR, quality standards, and confidentiality. Vidbrain remains liable for subcontractor performance and will manage all aspects of subcontractor engagement in line with these Terms and Conditions.

8. Liability

The Agency’s liability for any breach of these Terms, negligence, or other claims shall not exceed the total fees paid by the Client. The Agency is not liable for indirect or consequential losses.

9. Termination

Either party may terminate the service agreement with written notice. Specific terms regarding termination, including notice periods and effects, are detailed in the service agreement or project proposal.

10. Dispute Resolution

Disputes arising under these Terms and Conditions will be resolved through negotiation, and if necessary, arbitration in London in accordance with the Arbitration Act 1996.

11. Governing Law and Jurisdiction

These Terms and Conditions are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over disputes.

12. Amendments

The Agency reserves the right to amend these Terms and Conditions. Clients will be notified of significant changes.

13. Entire Agreement

These Terms and Conditions, along with any service agreements or project proposals, constitute the entire agreement between Vidbrain and the Client, superseding prior agreements.

Acceptance

By engaging Vidbrain for Services, the Client acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions.