Refund policy
This is the Digitisation Services Agreement between Each Moment Ltd, company number 12143457, of 53 - 55 Pitt Street, Norwich, Norfolk NR3 1DE (the "Company") and the Customer (together referred to as the Parties).
- Recitals
- The Customer wishes to digitise materials.
- The Company will digitise the materials described in the relevant Customer Order Form (COF) agreed between the Company and the Customer on the terms and conditions set out in this agreement.
- Definitions and Interpretation
In these terms and conditions, except where the contrary intention is expressed, the following definitions are used.
Agreement means this agreement containing these terms and conditions between the Company and the Customer, as amended from time to time.
Commencement Date means the date on which the material is accepted and the service commences, as specified in each relevant COF.
Customer means the party specified as such in the relevant COF, where the context permits, includes the party's officers, employees, agents and contractors.
COF means the document signed by Customer and the Company describing the specific material and/or deliverables, that the Company is to provide Customer, issued under these terms and conditions.
Intellectual Property Rights means any and all intellectual property rights anywhere in the world (including present and future intellectual property rights) including rights in respect of or in connection with:
(a) confidential information, know-how or any right to have information kept confidential;
(b) copyright (including future copyright and rights in the nature of or analogous to copyright);
(c) trade marks, service marks and other related marks; and
(d) all associated goodwill,
whether or not existing at the Commencement Date and whether or not registered or registrable and includes any and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions.
Moral Right means each and every 'moral right' as defined in Chapter IV of the Copyright, Designs and Patents Act 1988 .
Personal Information has the meaning given to it in the UKGDPR and Data Protection Act 1998
Problem means any disruption to the Services or reduction in the quality of the Services.
Services means the services specified in each COF.
Terms and Conditions means this Agreement.
- Interpretation
A reference to a party is to a party to this Agreement and includes the party's executors, administrators, successors and permitted assignees and substitutes;
In this Agreement, except where the contrary intention is expressed:
(a) headings are for ease of reference only and do not affect interpretation;
(b) singular includes the plural and vice versa;
(c) another grammatical form of a defined word or expression has a corresponding meaning;
(d) a reference to a document or instrument including any referred to by a web address includes the document or instrument as novated, altered, supplemented or replaced including at a new web address from time to time;
(e) a reference to time is to the time in the place where the obligation is to be performed;
(g) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
(j) the meaning of general words is not limited by specific examples and the word ‘includes’ in any form is not a word of limitation.
(h) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
(i) a reference to a statute, code or other law includes regulations and other instruments under it and consolidations, amendments, re–enactments or replacements of any of them; and
(j) the meaning of general words is not limited by specific examples and the word ‘includes’ in any form is not a word of limitation.
- Entire Agreement concerning delivery of the Services
These Terms and Conditions and the relevant COF are the entire agreement between the parties concerning the delivery of the Services; and supersedes or terminates all other agreements (whether legally binding or otherwise) relating to the Services or services substantially similar to the Services between the Company and the Customer.
- Priority of documents
For this Agreement, if there is any inconsistency between any of the documents mentioned below, a document higher in the following list prevails over a document lower in the list to the extent of any inconsistency:
(a) the Terms and Conditions; and
(b) the COF.
- Services period
The service period commences and ends within the period specified in each relevant COF.
- Service obligations
The Company must supply the Services under each relevant COF with due skill and care.
The Company endeavours to extract the highest possible quality footage from Customer material. The digitisation of each piece of media making up the material is uniquely inspected by a member of the Company’s team and the conversion process is always monitored. The Company is not responsible for the poor quality of converted digital files if the Customer’s media arrives in poor condition and lacks ideal quality.
Other than in the conditions outlined in the Company’s Refund Policy in clause 9 below, the Company processes – and charges for – every media item received, regardless of the quality and irrespective of the type of media. If a media item is irreparable, or degraded beyond recognition (based on the Company’s sole discretion alone), the Company will cease processing this item and will not charge for it.
If the Customer opts to have additional material converted using ‘additional item stickers’ or otherwise after receiving its box, the Company will contact the Customer for payment of these additional items via email. Payment can be also completed over the phone or via BACS transfer on request for additional items. Any material sent to the Company that has not been pre-paid through a digitisation package as set out in the COF is subject to charges at the additional item rate for the Customer’s selected digital transfer package. By sending additional material to the Company, the Customer agrees to pay at the rate as advertised in the digital transfer package set out in the relevant COF. The Company reserves the right to settle outstanding additional charges before commencing with the service at its sole discretion.
The Company will issue a refund for blank items (containing no content) or that the Company, in its sole discretion, deems degraded beyond repair and thus not suitable to be processed.
The Customer agrees that while the Company will use reasonable endeavours to resolve Problems (including by working with third parties to resolve Problems), the Company may temporarily suspend services without notice and will not be liable for any Service interruption.
- Problems
The parties will notify each other promptly after becoming aware of a Problem.
In the event of a Problem, the Company will use reasonable endeavours to rectify the Problem, which includes working with the Customer and or third-party suppliers to resolve Problems where applicable.
The Customer must promptly provide any assistance reasonably required by the Company to enable the Company to assess and rectify a Problem by relaying information to or carrying out instructions from the Company.
If the Customer finds an issue with its returned material, the Customer must contact the Company within 30 days of its receipt, detailing the problem. The Company only accepts returns or revisions within 30 days of order completion. An order is ‘completed’ after the Company’s shipping carrier provides tracking information, evidencing its delivery at a given shipping address. The Company is not liable for damage that is caused to the Customer’s media by the Customer’s improper handling or use during playback or storage.
In the unlikely event of the Company causing damage to or loss of any of the Customer’s material, the Company will compensate the Customer up to the purchase value of the original media. This does not apply to any physical storage media that have arrived damaged or are unable to be played.
The Company will not copy or keep copies of the Customer’s tapes. Whilst the Company will take every care to maintain digital backups the Company cannot be responsible for technical failures of our storage equipment.
- Refund Policy
If the Customer feels that they have just cause(s) to claim a full or partial refund, then the Customer shall contact the Company by phone or email. If there is an issue(s) with the Customer’s order, the Customer shall contact the Company within 30 days of the Customer’s order return.
The Company is committed to the best customer service possible. The Company will first investigate any issue that the Customer is experiencing and present a solution. Should the Company not be able to solve the issue and the issue is the Company’s fault, the Company will offer a full or partial refund of the service that has not been rendered correctly, by the same payment type from which the Customer originally paid.
In the unprecedented and extremely unlikely event of the Company causing damage or loss to any of the Customer’s material, the Company will compensate the Customer up to the purchase value of the material, or work with the Customer to arrange a bespoke plan of action to satisfy its grievance.
- Denial of service
The Company in its sole discretion, reserves the right to deny service to any persons, terminate any accounts, reject services on any material, or cancel any orders.
- DVD and Media Player Compatibility & Guarantees
The digital files produced from your media are of the format MP4 for video, MP3 for audio and JPEG for images. Whilst these are the most widely accepted formats of digital media, it is the customer’s responsibility to ensure compatibility of their playback devices.
- Your Responsibility
THE COMPANY WILL NOT ACCEPT, and it is the Customer’s responsibility to ensure, that the source material supplied SHALL NOT contain material classed as ‘Prohibited Content’ and must comply with current laws of shipping audio/visual material. Prohibited Content: Generally, Prohibited Content includes (without limitation) any of the following types of Content:
- Copyrighted material that is used without the express permission of the owner.
- Content that violates or encroaches on the rights of others.
- Content that advocates illegal activity.
- Content that harms minors in any way.
The Company reserves the right to pass any infringements of this Prohibited Content clause that it may receive to the relevant authorities if deemed necessary.
The Customer warrants that it has the unrestricted right and permission to copyright and/or use, and/or publish photographic portraits or pictures of the person, prints, or digital information pertaining to them, in still, single, multiple, moving or video format, or in which the person may be included in whole or in part, or reproductions thereof, in colour or otherwise, in any media for advertising or any other lawful purpose.
The Customer shall indemnify and hold the Company harmless from any material provided by the Customer that is found to infringe the Model Rights of any person or organisation.
The Company accepts cash, card or direct bank transfers. You must make payment correctly and the Company will not be liable if you incorrectly make a payment. Should your customer order be underpaid the Company will continue to carry out your conversion and contact you for further payment.
All price quotes are in UK Pounds Sterling (GBP) unless stated otherwise.
- Intellectual Property Rights
Title to, and ownership of, all Intellectual Property Rights in any material that is digitised pursuant to each COF under this Agreement shall remain the Customers.
The Customer grants the Company a royalty-free, irrevocable, non-exclusive licence for any use of the material related to the delivery of the Services including digitisation.
The Customer warrants that it will use reasonable endeavours to ensure that its provision of material to the Company for the Company performing the Services will not infringe the Intellectual Property Rights or Moral Rights of any person or organisation.
The Customer shall indemnify and hold the Company harmless from any material provided by the Customer that is found to infringe the Intellectual Property Rights or Moral Rights of any person or organisation.
- Additional Customer Services
The Customer confirms that further to the express license under the Intellectual Property Rights clause above, for any of the material related to the delivery of the Services, the Company shall have the right to transfer and grant a sub-licence to all material that is digitised to third-party service providers, to improve customer experience.
Any such right to transfer or grant a sub-licence shall strictly be on the same terms as the license terms of such third-party providers provided that the Customer shall be informed and shall confirm recorded consent to such third-party provider’s license terms.
- Privacy obligations
The Company acknowledges that the supply of Services may involve the collection, use or disclosure of Personal Information; and undertakes to ensure that in the course of performing the Services, all Personal Information is protected in compliance with its privacy policy and applicable privacy laws.
- Disclaimers and indemnity
The Customer indemnifies the Company, its officers, employees, workers, agents and contractors (those indemnified) against losses reasonably sustained or incurred by any of those indemnified as a result of any claim made or threatened by a third party concerning:
(i) a breach of this Agreement; or
(ii) any wilfully wrongful, unlawful, or negligent act or omission of the Customer, or its officers, employees, workers, agents or subcontractors.
The Company shall not be liable for any damage or loss of Customer material during transit. The Company offers the use of its Royal Mail and Parcelforce tracked returns service so the Customer can post to the Company at its expense. The Company use a range of signed-for and tracked services to return the Customer’s physical storage media. Most mainland UK customers will have their orders returned with Royal Mail postage or Parcelforce.
By shipping any material to the Company, Customer acknowledges that the Company is not responsible for late, lost, damaged or misdirected mail.
The Company provides a digitisation service. The Company does not provide services related to the shipment of material to or from premises. For this reason, any services purchased from the Company are made under a shipment contract. This means that the risk of loss for Customer material passes to the Company only when it arrives at its premises. The risk of loss passes back to the Customer when the Company delivers material digitised or otherwise back to the shipping carrier (Post Office, Parcelforce depot etc.).
The Company will not be liable for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or any special, indirect or consequential damages (however arising, except for any contrary provision in these Terms and Conditions) arising out of or in connection with this Agreement.
- Governing law and jurisdiction
This Agreement is governed by English law and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the English courts.
