Terms and Conditions

  1. Interpretation
    1. In these Conditions the following expressions shall where the context so admits be deemed to have the following meanings:
      • “Agreement” means any agreement made subject to these Conditions which shall incorporate the Service Statement;
      • “Client” means the person, firm, company or other body named in the Service Statement for whom the Company has agreed to provide the Service;
      • “Client's Material” means any Document or other materials, and any data or other information provided by the Client relating to the Service;
      • “Company” means Irisimage Ltd whose Registered Office is, Medina House, No. 2 Station Avenue, Bridlington, East Yorkshire, YO16 4LZ.
      • “Company's Material” means any Documents or other materials, and any data or other information provided by the Company relating to the Service;
      • “Company's Standard Charges” means the charges as detailed in the Service Statement.
      • “Document” includes, in addition to a document in writing, a map, plan, design, drawing, exhibit, picture or other image, or any other record of any information in any form;
      • “Service” means the service to be provided by the Company for the Client as specified in the Service Statement;
      • “Service Statement” means the written statement to be provided by the Company to the Client.
    2. The headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of these Conditions or the Agreement.

  2. Services to be provided
    1. The Company shall provide the Service to the Client in accordance with the Agreement subject to these Conditions. Any changes or additions to the Service must be agreed in writing by the Company and the Client.
    2. Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in the Service Statement, may be made available on written request.
    3. The Company may correct any typographical or other errors or omissions in the Service Statement or other document relating to the provision of the Service without any liability to the Client.
    4. The Company's employees or agents are not authorised to make any representations or recommendations or give any advice concerning the Service unless expressly confirmed by the Company in writing.
    5. The Company may at any time without notifying the Client make any changes to the Service which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Service.

  3. Client's obligations
    1. The Client warrants that the exhibit/location to be filmed is in a suitably presentable condition.
    2. The Client warrants that authority to instruct the Company to produce the Service is the Client's responsibility, including allowing the Company's representatives access to the location/premises.
    3. The Client shall be responsible for the cost of the Service if the Company's representatives are unable to gain access to the location/premises for an agreed appointment.
    4. The Client shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable the Company to provide the Service in accordance with the Agreement. The Client shall ensure the accuracy of the entire Client's Material.
    5. The Client shall at its own expense retain duplicate copies of all the Client's Material. The Company shall have no liability for any such loss or damage, however caused, to the Client's Material.
    6. The Client warrants that the display of and distribution of virtual images via the internet or email complies with all relevant legislation (including the Data Protection Act 1998 and the Property Misdescriptions Act 1991).

  4. Fees
    1. Subject to any special terms agreed in writing, the Client shall pay the Company's Standard Charges (as detailed in the Service Statement) and any additional sums which are agreed between the Company and the Client for the provision of the Service following receipt of an invoice.
    2. The Company shall invoice the Client immediately following supply of the Service or at other times agreed with the Client.
    3. The Company's Standard Charges and any additional sums payable shall be paid by the Client within 30 days of the date of the Company's invoice.
    4. If payment is not made on the due date, the Company shall be entitled, without limiting any other rights it may have, to (a) charge interest on the outstanding amount (both before and after any judgment) for interest periods from 1st January to 30th June and from 1st July to 31st December of any year at the rate of 8% above the base rate of the Bank of England prevailing on the day before the start of each period from the due date until the outstanding amount is paid in full and (b) to suspend all web-hosting facilities (if provided as part of the Service) until such time as the outstanding amount is paid in full.

  5. Rights in material(s)
    1. The property and any copyright or other intellectual property rights in:
      1. Any Client's Material shall belong to the Client;
      2. Any Company's Material shall, unless otherwise agreed in writing between the Client and the Company, belong to the Company, subject only to the right of the Client to use the Company's Material for the purposes of utilising the Service; and
      3. Images created by the Company shall belong to the Company and all rights and copyright will remain the Company's at all times, unless otherwise agreed with the Client.
    2. The Client warrants that any Client's Material and its use by the Company for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.

  6. Warranties and liability
    1. The Company warrants that it will act in good faith towards the Client and that it will provide the Service using reasonable care and skill and, as far as reasonably possible, in accordance with the Service Statement.
    2. The Company warrants that it will use its best endeavours to perform the Service at the agreed time. If a Company representative fails to arrive for an agreed appointment, the Client may elect for a new appointment at a mutually agreed time, or request a full refund of any monies paid in respect of the Service.
    3. The Company warrants that it will not materially adjust any images or tours filmed, except to the extent agreed between the parties as being necessary to protect information of a confidential nature.
    4. The Company warrants the quality of the photographs taken will be of a high standard. In the event of a dispute about the quality of pictures taken, the Company may, at its sole discretion either elect to re-shoot the images or offer a full refund to the Client of monies already paid.
    5. The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client's Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
    6. Except in respect of death or personal injury caused by the Company's negligence, or as expressly provided in the Agreement, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service or their use by the Client, and the entire liability of the Company under or in connection with the Agreement shall not exceed the amount of the Company's charges for the provision of the Service.
    7. The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Service, if the delay or failure was due to any cause beyond the Company's reasonable control.

  7. Data protection
    1. The Data Protection Act 1998 requires the Company to advise the Client (where the client is an individual) that the Client's contact details will be held by the Company after the Company's file is closed and the Company may use these details for internal marketing purposes. If the Client (being an individual) does not wish the Company to use such details for this purpose, the Client must notify the Company in writing. The Company may disclose these details to third parties where necessary for the purpose of the matter upon which the Client has instructed the Company.

  8. Postponement and cancellation
    1. The Client may postpone the Service at any time by giving notice to the Company prior to 4pm on the day before a scheduled photography shoot without incurring any cost, provided that the Company has not already committed to unavoidable expenditure (e.g. travel costs). If the Company has already committed to such costs, the Client shall reimburse the Company accordingly.
    2. Cancellation of the Service or failure by the Client to give notice of postponement of the Service to the Company for any reason before 4pm on the day prior to a scheduled photography shoot shall incur a charge £150.00 to cover costs already incurred by the Company, payable within 7 days.

  9. Termination
    1. The Company shall be entitled to terminate the Agreement at any time by giving prior written notice to the Client.
    2. Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of the Agreement and (if capable of remedy) fails to remedy the breach within 10 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

  10. General
    1. These Conditions (together with the terms, if any, set out in the Service Statement) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied unless it is evidenced in writing and signed by both parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
    2. The Company and the Client acknowledge and agree that the Agreement shall not establish or constitute any partnership, joint venture, employment, or franchise between the parties.
    3. The Company does not warrant that any of its virtual image/tour files shall be playable on any particular computer system. (This clause will survive the termination of this Agreement.)
    4. The Company shall not be responsible for any delay or failure to carry out the Service for reasons beyond its reasonable control, including but not limited to the acts or omissions of a third party or the Client's failure to perform its obligations under this Agreement.
    5. A notice required or permitted to be given by either party to the other under the Agreement shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
    6. No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
    7. If any provision of the Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.

  11. Third party rights
    1. All work done and advice provided by the Company is for the use of the Client only and should not be relied upon by anyone else. The Company’s duty of care is owed to the Client only, not to third parties, unless the Company has agreed otherwise in writing.
    2. No person other than the Client may enforce the terms of the Agreement (or any other agreement) between the Company and the Client by virtue of the Contracts (Rights of Third Parties) Act 1999.

  12. Law
    1. English law shall apply to the Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.