Please read all these terms and conditions.
As we can accept your order and make a legally enforceable agreement without further reference to you, you must read these terms and conditions to make sure you are happy to be bound by them. You must not purchase or attempt to purchase any services from us if you do not wish to be bound by any of these terms.
Application
These Terms and Conditions will apply to the purchase of the Services by you (you and your). We are Background Sounds Ltd a company registered in England and Wales under number 12419197 whose registered office is at Portland House, Belmont Business Park, Durham, DH1 1TW with email address support@backgroundsounds.co.uk; (us, we and our).
These are the terms on which we sell all Services to you. By ordering any of the Services, you agree to be bound by these Terms and Conditions. You can only purchase the Services if you are eligible to enter into a contract in the United Kingdom and are at least 18 years old.
You warrant that the individual placing the Order on your behalf, whether on the Website or by agreement in writing with us, is authorised and instructed to enter into the Contract.
Interpretation
Contract means the legally-binding agreement between you and us for the supply of the Services, constituted by your Order and these Terms and Conditions to the exclusion of any other terms and conditions;
Delivery Location means the premises as set out in the Order or other location(s) (where agreed) where you are entitled to broadcast the Material supplied by us;
Material means the music and sound recordings contained within the Website;
Order means your order for the Services from the Supplier as submitted either: (i) following the step by step process set out on the Website; or (ii) by agreement in writing with us;
Privacy Policy means the terms which set out how we will deal with confidential and personal information received from you;
Services means the services to be provided by us to you as set out in the Order; and
Website means our website www.backgroundsounds.co.uk on which the Services are advertised and on which an Order may be placed.
Services
The description of the Services is as set out in the Website, or as we otherwise communicate to you in writing.
All Services which appear on the Website are subject to availability.
We may make changes to the Services which are necessary to comply with any applicable law or safety requirement at any time.
Your responsibilities
You must co-operate with us in all matters relating to the Services, provide us and our authorised employees and representatives with access to any premises under your control as required, provide us with all information required to perform the Services and provide the Material, and obtain any necessary licences and consents (unless otherwise agreed).
Failure to comply with the above is a breach of these terms and conditions which entitles us to suspend performance of the Services and provision of any Material until you remedy it or, if you fail to remedy it following our request, we can terminate the Contract with immediate effect on written notice to you.
We will not be liable for any delay or failure in performing the Services or providing the Material directly or indirectly caused or contributed to by: (a) any Delivery Location no longer being available to you; (b) the Delivery Location not being able to broadcast the Material for any reason; (c) your delay or failure to provide us with adequate instructions for the performance of the Services and provision of the Material; (d) your delay or failure to comply with any of these Terms and Conditions; (e) your delay or failure to hold adequate, appropriate or compatible technology to access, use or broadcast the Material; and (f) your negligence or other unlawful act or omission.
Personal information and Registration
When registering to use the Website you must set up a username and password. You remain responsible for all actions taken under the chosen username and password and undertake not to disclose your username and password to anyone else and keep them secret.
We retain and use all information strictly under the Privacy Policy.
We may contact you by using e-mail or other electronic communication methods and by pre-paid post and you expressly agree to this.
Basis of Sale
Neither the description of the Services on our Website nor any communication with you regarding the Services constitute a contractual offer to sell the Services. When an Order has been submitted, we can reject it for any reason, although we will try to tell you the reason.
When placing an Order on the Website, the Order process is set out on the Website. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.
When placing an Order on the Website, a Contract will be formed for the Services ordered only when you receive an email from us confirming the Order (Order Confirmation). You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. By placing an Order, you agree to us sending you the Order Confirmation. You will receive the Order Confirmation within a reasonable time after making the Contract, but in any event before performance begins of any of the Services.
When placing an Order by agreement in writing with us, the Contract is formed upon our express acceptance of the Order or when we begin to perform any of the Services, whichever is earlier. All Orders placed by agreement in writing with us will be subject to these Terms and Conditions.
Any quotation or estimate of Fees (as defined below) is valid for a maximum period of 30 days from its date unless we expressly withdraw it at an earlier time.
Fees and Payment
The fees (Fees) for the Services and other charges are as set out on the Website (for Orders placed on the Website) or as otherwise communicated by us (for Orders placed by agreement in writing with us).
Fees and charges include VAT at the rate applicable at the time of the Order.
Unless otherwise agreed in writing and an alternative process expressly set out, you must pay by submitting your credit or debit card details with your Order and we can take payment at the intervals agreed in the Order.
Material
We will make the Material available for you to broadcast at the Delivery Location from the date specified in the Order.
We do not generally make the Material available to addresses outside England and Wales, Scotland, Northern Ireland, the Isle of Man and the Channels Islands. If, however, we accept an Order for a Delivery Location outside that area, you may need to pay duties or other taxes, as we will not pay them. We give no guarantee or warranty that any Services or Material will comply with any laws of any other jurisdiction other than England and Wales.
We may change the content of the Material at any time at our absolute discretion.
Downtime of the Website and Material
We try to keep the Website live and the Material available for broadcast at all times, but you acknowledge that there may be periods of unavailability, including: scheduled maintenance (which we will try to notify you of in advance), emergency maintenance, or downtime caused in whole or in part by an event or series of events beyond our control.
Duration, termination and suspension
Subscriptions on the Website
If you purchase a subscription via the Website, the Contract continues for the subscription period stated in the Order, following which it will automatically renew for the same period unless you notify us that you wish to cancel in accordance with this section.
You can cancel your subscription at any time. If you choose to cancel, you will be given the option to either: (i) cancel your subscription immediately, in which case you will immediately lose access to the Material; or (ii) cancel your subscription with effect from the end of your then-current subscription term (e.g. at the end of the month or the year that you have paid for), in which case you will retain access to the Material until the end of your then-current subscription term.
To exercise the right to cancel, you must inform us in writing. You can also electronically cancel using the cancellation button in your online account on the Website.
Please note that a refund will not be issued under any circumstances.
Offline Contracts
If you enter into a Contract with us offline, the Contract continues for the period stated in the Order (the Initial Term), following which it will continue in force on a rolling basis until terminated by either you or us giving the other party 30 days’ notice in writing.
You may terminate the Contract at any time, during or after the Initial Term, by giving us 30 days’ notice in writing. If you terminate the Contract during the Initial Term, you may elect to either: (i) continue to receive access to the Material up until the end of the Initial Term, upon which the Contract will automatically terminate; or (ii) terminate the Contract with immediate effect, in which case you will lose access to the Material immediately.
Please note that, in either case, a refund will not be issued under any circumstances.
All Contracts
We may terminate the Contract or suspend the Services or provision of the Material at any time by a written notice of termination or suspension to you if you:
- commit a serious breach, or series of breaches, of the Contract and the breach either cannot be fixed or is not fixed within 7 days of the written notice; or
- is subject to any step reasonably indicating a state of financial distress.
On termination of the Contract for any reason, all our respective remaining rights and liabilities will not be affected.
Circumstances beyond our control
In the event of any delay or failure by us to perform the Services or provide the Material because of an event or series of events beyond our control:
- we will try to advise you as soon as reasonably practicable; and
- our obligations under the Contract will be suspended so far as is reasonable.
Privacy
These Terms and Conditions should be read alongside, and are in addition to our policies, including our privacy policy (www.backgroundsounds.co.uk/privacy-policy ).
For the purposes of these Terms and Conditions:
- ‘Data Protection Laws’ means the Data Protection Act 2018 and the UK GDPR.
- ‘UK GDPR’ means the United Kingdom General Data Protection Regulation, Assimilated Regulation (EU) 2016/679.
- ‘Data Controller’, ‘Personal Data’ and ‘Processing’ will have the same meaning as in the GDPR.
You are a Data Controller of the Personal Data we Process in providing the Services to you.
Where you supply Personal Data to us so we can provide Services to you, and we Process that Personal Data in the course of providing the Services to you, we will comply with our obligations imposed by Data Protection Laws and in accordance with the terms of the Contract and your instructions.
You will ensure that all instructions you give to us in respect of the Processing of Personal Data are legal and compliant with Data Protection Laws.
We will implement technical and organisational measures to ensure your Personal Data is secure.
For any enquiries or complaints regarding data privacy, you can e-mail: support@backgroundsounds.co.uk.
Liability and indemnity
The extent of our liability under or in connection with this Contract (and regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will be as set out in this section.
Our liability for any one claim is limited to a sum equal to the Fees paid by you in the 12 months immediately preceding the cause of action giving rise to the claim. Our total liability is limited to a sum equal to the total amount of Fees paid by you under the Contract.
Our liability is not excluded or limited for: (i) any fraudulent act or omission; or (ii) death or personal injury caused by negligence, and all exclusions and limitations of liability under the Contract will be subject always to this.
We are not liable (whether caused by our employees, agents or otherwise) under any circumstances for any indirect, special or consequential loss, nor are we liable for the following (whether direct or indirect): any loss of profits; loss of anticipated profits; loss of revenue; loss of business; loss of contract; loss of business opportunity; loss of data; loss of reputation or goodwill; business interruption; or wasted expenditure.
You must indemnify us in full and on demand for all damages, costs, claims and expenses suffered or incurred by us arising from any loss, damage or improper use of any Material caused by you or your agents or employees.
Intellectual property
You acknowledge that the Website contains copyrighted Material including, but not limited to music and/or sound that is protected by copyright, trademark and other intellectual property rights and applicable laws. The Material is licensed to us, and we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free sub-licence to broadcast the Material via the Website only at the Delivery Location for the duration of the Contract solely in accordance with the Contract.
No copyright or any other intellectual property rights in the Material, the Website or the Services are transferred to you under or as a result of the Contract.
The reproduction of the Material in any way not permitted under the Contract is not permitted under any circumstances.
Without affecting our other rights under these terms and conditions, including the right to be indemnified for improper use of the Material, we reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Our right to vary these terms and conditions
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
You will be subject to the policies and terms and conditions in force at the time that you order from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions.
We have the right to assume that you have accepted the change to the terms and conditions unless you notify us to the contrary within fourteen working days of notification of the updated terms.
Assignment
You may not assign, novate, sub-contract or otherwise transfer the Contract or any of your rights or obligations under it to any third party without our prior written consent.
Severance
If any provision of the Contract is or becomes unenforceable, it will not affect the enforceability of the remaining provisions of the Contract.
Third-Party Rights
Only you or we have the right to enforce the Contract. No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce the Contract.
Governing law and jurisdiction
The Contract (including any non-contractual matters) is governed by and will be construed in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.
