Definitions:
Attendees: Employees of V360 Video Booth who will attend the Event and manage the use of the Equipment.
Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services.
Commencement Date: the date V360 Video Booth receives a Booking Confirmation from the Customer, or V360 Video Booth receives the Deposit, whichever occurs first.
Configuration Services: The services relating to Event Design and the configuration of the Event Services and Equipment in accordance with the Specification.
Contract: the contract between V360 Video Booth and the Customer for the supply of the Services incorporating these Terms, the Booking Form and the Data Processing Agreement.
Customer: means the company/business (or individual) detailed in the Booking Form.
Deposit: the amount detailed in the Booking Form.
Equipment: the items of equipment (including all substitutions, replacements of such equipment and, if applicable, all related accessories, manuals and instructions provided for it) supplied by V360 Video Booth for the provision of the Services as detailed in the Booking Form.
Event: the event described in the Booking Form for which Services are provided by V360 Video Booth.
Event Configuration: the custom configurations created by V360 Video Booth in accordance with the Specification which apply to the appearance of the Event Services and Equipment.
Event Period: the period in which the Event Services and Equipment will be supplied by V360 Video Booth to the Customer detailed in the Booking Form.
Event Services: the services which are described as such in the Specification.
Force Majeure Event: any cause affecting, preventing or hindering the performance by a party of its obligations under this agreement arising from acts, events, omissions or events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster.
Guests: means the persons attending the Event.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, source code, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services: means the services to be delivered by V360 Video Booth to the Customer and/or End Client as detailed in the Booking Confirmation Form, including the Configuration Services and the Event Services and Service means any of the Services (or any part of them)
Specification: the description or specification of the Services as detailed in the Booking Confirmation Form.
Software: software applications provided by V360 Video Booth as part of the Event Services.
Venue: the location detailed in the Booking Confirmation Form for the Event.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
V360 Video Booth: means V360 Video Booth whose Registered Office is 58 Mansion Gardens, Penllergaer, Swansea SA4 9GY or V360 Video Booth as detailed in the Booking Form.
1. Basis of contract
The Contract shall come into effect on the Commencement Date.
Any samples, drawings, descriptive matter or advertising issued by V360 Video Booth, and any descriptions or illustrations contained in V360 Video Booth's marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Any quotation given by V360 Video Booth shall not constitute an offer and is only valid for a period of 7 Business Days from its date of issue.
2. Consumers
Only where the Customer is a consumer (as defined in the Consumer Rights Act 2015) the provisions of this clause 2 shall apply, and in the event of conflict, shall take precedence over the other provisions of these Terms. For the avoidance of doubt, the provisions in this clause 3 shall not apply where the Customer is acting in the course of business.
Cancellation. Where the Contract is concluded remotely, the Customer shall be entitled to cancel the Contract within 21 days from the date of the Contract without liability, save that the Customer shall be responsible for any Services provided prior to cancellation. After 21 days the Customer will be liable for 20% charge of the original booking price.
Liability. The provisions of clause 12 shall not apply, but V360 Video Booth shall only be responsible for any losses, costs or expenses that are foreseeable by the parties at the time that the Contract is entered into. V360 Video Booth will not be responsible for any losses, costs or expenses that were unforeseeable.
Statutory Rights. The Customer’s statutory rights shall not be affected by any provision of these Terms.
3. Supply of Services
Subject to these Terms, V360 Video Booth shall supply the Services to the Customer in accordance with the Specification in all material respects.
V360 Video Booth reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and V360 Video Booth shall notify the Customer in any such event.
V360 Video Booth warrants that the Services will be provided using reasonable care and skill.
Where the Services require the use of V360 Video Booth's Equipment, V360 Video Booth shall provide such Equipment to the Customer in accordance with clause 5.
This Contract shall not prevent V360 Video Booth from entering into similar contracts with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Contract.
4. Configuration Services
The Customer shall supply V360 Video Booth with Customer Materials required for V360 Video Booth to prepare the Event Configuration in good time. The Customer Materials shall be in such format as V360 Video Booth may specify and shall adhere to any guidelines provided by V360 Video Booth to the Customer.
V360 Video Booth shall prepare and deliver to the Customer for the Customer’s approval the Event Configuration prior to the start of Event Period or as agreed in the Booking Confirmation Form. The Customer will be deemed to have accepted the Event Configuration unless they notify V360 Video Booth otherwise, such notice to be given without undue delay and in any event before the start of the Event Period. If the Customer provides less notice than required, the Customer acknowledges that V360 Video Booth may not be able to complete the Event Configuration prior to the start of the Event Period.
5. Supply of equipment
V360 Video Booth shall provide the Equipment to the Customer for use at the Venue during the Event Period subject to the terms and conditions of the Contract.
Delivery and use of the equipment shall be made by V360 Video Booth.
V360 Video Booth shall install the Equipment at the Venue and the Attendants shall be the only individuals to use the Equipment. Guests and Customers are not permitted to use of the Equipment without an Attendee present.
The Equipment shall at all times remain the property of V360 Video Booth, and the Customer shall have no right, title or interest in or to the Equipment (save the right to use the Equipment subject to the terms of the Contract).
The Customer acknowledges that V360 Video Booth shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify V360 Video Booth on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of the Contract.
6. Event Services
The Event services shall be provided by V30 Video Booth during the Event.
The Equipment requires at least a cubic space of 3m (l) x 3m (w) x 2.1m (H). It is the Customer's responsibility to ensure there is enough space for the equipment. V360 Video Booth reserve the right to leave an Event should there be inadequate space to set up the Equipment safely. Should this occur, the Customer will not be entitled to a Refund and will be liable for the full charge.
The Software requires an active Wifi connection, and it is the Customer's responsibility that this is available at the Venue.
V360 Video Booth shall not be responsible for any delays, delivery failures and all other loss or damage arising from or relating to the network connections of the Venue or caused by the internet. The Customer acknowledges that the Event Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Parking Access to the Venue outside for set up is a requirement for the Equipment to be delivered to the Event.
The Customer shall not, and where applicable shall procure that any Guests who are permitted to use of the Equipment shall not:
1. be unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive to the Attendees;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. is otherwise illegal or causes damage or injury to any person or property;
V360 Video Booth reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s and/or Guests access to any material that breaches the provisions of this clause and immediately delete any such material.
7. Customer's obligations:
The Customer shall:
- ensure that the Booking Form and any information it provides in the Specification are complete and accurate;
- Co-operate with V360 Video Booth in all matters relating to the Services;
- provide V360 Video Booth with the Customer Materials and ensure that such information is complete and accurate in all material respects;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- permit V360 Video Booth or its duly authorised representative to install, operate and/or inspect the Equipment at all reasonable times and for such purpose to enter upon the Venue, and shall grant reasonable access and facilities for such installation, use and/or inspection;
- ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner in accordance with any operating instructions provided by V360 Video Booth;
- take such steps (including compliance with all safety and usage instructions provided by V360 Video Booth) as may be necessary to ensure, so far as is reasonably practical, that the Equipment is at all times safe and without risk to health when it is being used;
- make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment;
- inform V360 Video Booth of all material matters relating to the Equipment including (but not limited to) any instances of soiling, spillage or damage;
- keep the Equipment at all times at the Venue and as installed by V360 Video Booth and shall not move or attempt to move any part of the Equipment;
- take steps to prevent any abusive behaviour towards V360 Video Booth's staff;
- provide the required number of electrical power sockets within three metres of the proposed location of the Equipment in the Venue;
- ensure the Venue is free from any hazards and complies with the applicable health and safety laws and regulations; and
- at the end of the Event or on earlier termination of the Contract allow V360 Video Booth or its representatives access to the Venue or any premises where the Equipment is located for the purpose of removing the Equipment.
If V360 Video Booth's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- without limiting or affecting any other right or remedy available to it, V360 Video Booth shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays V360 Video Booth's performance of any of its obligations;
- V360 Video Booth shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the V360 Video Booth failure or delay to perform any of its obligations; and
The Customer shall reimburse V360 Video Booth on written demand for any costs or losses sustained or incurred by V360 Video Booth arising directly or indirectly from the Customer Default.
8. Charges and payments
The Charges for the Services shall be as set out in the Booking Form.
The Customer shall pay for the Services immediately upon Booking.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Grant of Licences
V360 Video Booth shall grant the Customer and its Guests access to the Software for the purposes of obtaining the Videos created at the Event. Details of access will be provided to the Customer at the time of Booking.
The Customer grants V360 Video Booth a non-exclusive, royalty-free, non-transferable licence to:
reproduce, copy, and modify the Customer Materials and Customer Creations for the purpose of providing the Services; and
Reproduce the Customer Materials and Customer Creations in any advertising or promotional material relating to the Services subject to compliance with the Data Processing Agreement where Customer Creations contain personal data.
The Customer shall ensure that it has all necessary licences, permissions and consents which may be required in order to grant V360 Video Booth the licence within this clause.
10. Intellectual Property
All Intellectual Property Rights in connection with the Services (other than Intellectual Property Rights in any Customer Materials and Customer Creations) are owned by V360 Video Booth.
11. Data protection
V360 Video Booth shall process any personal data which it receives under this Contract in accordance with the Data Processing Agreement.
12. Limitation of Liability
V360 Video Booth's maximum aggregate liability for breach of the Contract (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the Charges paid to V360 Video Booth under the Contract.
Nothing in the Contract shall exclude or in any way limit:
1. either party’s liability for death or personal injury caused by negligence; or
2. either party’s liability for fraud or fraudulent misrepresentation;
The following losses are wholly excluded for V360 Video Booth:
- loss of profits.
- loss of sales or business.
- loss of agreements or contracts.
- loss of anticipated savings.
- loss of use or corruption of software, data or Customer Creations;
- loss of or damage to goodwill; and
- indirect or consequential loss.
The Contract sets forth the full extent of V360 Video Booth's obligations and liabilities in respect of the Services.
The Customer assumes sole responsibility for results obtained from the use of the Services. V360 Video Booth shall have no liability for any damage caused by errors or omissions in any information, instructions or designs provided to 360 Video Booth by the Customer in connection with the Services, or any actions taken by 360 Video Booth at the Customer’s direction. This clause shall survive termination of the Contract.
The material displayed on this Website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law V360 Video Booth l and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. This does not affect V360 Video Booth liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
13. Termination
Without affecting any other right or remedy available to it, V360 Video Booth may terminate the Contract with immediate effect by giving written notice to the Customer if:
- The Customer fails to pay any amount due under the Contract;
- the Customer, in the opinion of V360 Video Booth, commits a material breach of any other term of the Contract including without limit clauses 4 or 7 which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of one day after being notified to do so;
- V360 Video Booth's staff suffer or feel abuse or are threatened during the Event;
- the Equipment is being or is in danger of being damaged by the Customer, its staff or Guests;
- V360 Video Booth deems the Venue as unsafe for the use of the Equipment;
- If the Equipment in V360 Video Booth's reasonable opinion, is damaged beyond repair, lost, stolen, seized or confiscated as a result of the Customer’s act or omission;
- the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring); or
- the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
If the Contract is terminated by V360 Video Booth during the Event Period pursuant to this clause V360 Video Booth may by its authorised representatives, without notice and at the Customer’s expense, take the Equipment, leave the Event and without prejudice to any other rights or remedies of V360 Video Booth, the Customer shall pay to V360 Video Booth on demand:
- all Charges and other sums payable in accordance with the Booking Form at the date of such demand together with any interest accrued; and
- any costs and expenses incurred by V360 Video Booth in leaving an Event earlier, loss of further business and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
Upon termination of the Contract pursuant to this clause, any other repudiation of the Contract by the Customer which is accepted by V360 Video Booth, without prejudice to any other rights or remedies of V360 Video Booth, the Customer shall pay to V360 Video Booth on demand a sum equal to the whole of the Charges that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Event.
14. Consequences of termination
- On termination of the contract the Customer shall immediately pay V360 Video Booth all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, V360 Video Booth shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- The Customer shall return and/or delete as instructed by V360 Video Booth all of the V360 Video Booth's Materials.
Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Each party undertakes that it shall not at any time, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 1.
Each party may disclose the other party’s confidential information:
- to its suppliers, employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its suppliers, employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
15. Variation
V360 Video Booth shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this Website.
16. Indemnity
You agree to indemnify, defend and hold harmless V360 Video Booth, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of the Terms of Service.
17. Invalidity
If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability >of any other part of the Terms of Service will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
18. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
If either party is delayed or prevented from or hindered in performing its obligations under this agreement by a Force Majeure Event, such party shall:
- give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
- use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this agreement; and
- resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.
19. Assignment and other dealings
- V360 Video Booth may subcontract or assign the Contract or any part of it to a third party.
- The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of V360 Video Booth.
20. Entire agreement
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21. Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in Booking Confirmation Form.
2. Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
3. This does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
22. Third Party Rights
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
23. Governing Law and Jurisdiction
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.