Terms & Conditions

1. INTERPRETATION

1.1 Definitions

Key terms include:

• Advertising Regulations: Codes, guidelines, and rules from advertising regulators like Ofcom, BCAP, CAP, and ASA
• Business Day: Weekdays when London banks are open
• Charges: Payment amounts for Services
• Contract: Agreement between Virtual Miss Begley and Customer for Services supply
• Customer: Person or firm purchasing Services
• Deliverables: Physical advertising materials like posters
• Intellectual Property Rights: Patents, copyrights, trademarks, and related protections
• Services: Work supplied including Deliverables per Specification
• Specification: Written description of Services provided

1.2 Interpretation Rules

References to statutes include amendments and subordinate legislation. Illustrative phrases don't limit preceding terms. Writing includes email communications.

2. BASIS OF CONTRACT

• Customer's order constitutes an offer to purchase Services
• Contract exists upon Virtual Miss Begley's written acceptance
• Samples and descriptive materials are informational only, not contractual
• These Conditions override conflicting customer terms
• Quotations valid for 20 Business Days only

3. SUPPLY OF SERVICES

• Services supplied per Specification in all material respects
• Performance dates are estimates; "time shall not be of the essence"
• Virtual Miss Begley may modify Services for legal compliance without material quality changes
• Services provided with reasonable care and skill

4. CUSTOMER'S OBLIGATIONS

4.1 Customer must:

• Ensure Order information is complete and accurate
• Cooperate with Virtual Miss Begley
• Provide required information and materials accurately
• Obtain necessary licenses and permissions
• Comply with additional Specification obligations

4.2 Customer Default

If Customer prevents or delays performance, Virtual Miss Begley may:

• Suspend Services until default remedied
• Claim relief from obligations
• Invoice Customer for costs/losses incurred

5. ADVERTISING STANDARDS

Both parties must comply with applicable advertising laws and regulations. Parties cooperate on factual product information. Customer must notify Virtual Miss Begley if draft materials are "false or misleading or in any way contrary to law or to any applicable Advertising Regulation."

6. CHARGES AND PAYMENT

6.1-6.2 Time-and-Materials Basis

• Charges calculated per Virtual Miss Begley's standard daily rates
• Rates based on eight-hour days (9am-6pm weekdays)
• Hourly charges pro-rata for outside-hours work
• Monthly invoices in arrear with detailed breakdowns

6.3-6.4 Fixed Price

• Total price per Specification, paid in milestone instalments
• Excludes third-party licenses, materials, and services (invoiced at cost)
• VAT added separately

6.5-6.9 Payment Terms

• Invoice payment due within 30 days of receipt
• Late payment: 4% above Barclays base rate, compounded quarterly
• Virtual Miss Begley may suspend Services for non-payment
• Payment due immediately upon termination
• Virtual Miss Begley may set off liabilities

7. INTELLECTUAL PROPERTY RIGHTS

• Virtual Miss Begley owns all IPR arising from Services
• Customer use of third-party IPR conditional on Virtual Miss Begley obtaining written licenses
• Customer responsible for third-party license fees
• Deliverables become Customer property upon payment, but Customer may not own copyrights in stock photography or negatives

8. APPROVALS AND AUTHORITY

8.1-8.2 Authorized Persons

• Only directors/employees with written authorization ("Authorised Person") may approve work
• Customer notifies Virtual Miss Begley of changes to Authorised Persons
• Delays from unavailable approvers aren't Virtual Miss Begley's responsibility

8.3-8.5 Approval Methods

Written approval via fax, letter, purchase order, oral approval (confirmed within one working day), or email from Authorised Person's address.

Virtual Miss Begley obtains approval for draft and proof Deliverables before purchasing materials and publishing.

9. AMENDMENTS TO WORK IN PROGRESS

• Customer may request cancellation or amendment
• Virtual Miss Begley complies if possible within third-party commitments
• Customer reimburses Virtual Miss Begley's committed charges and third-party costs

10. WARRANTIES AND INDEMNITIES

• Virtual Miss Begley not liable for publication errors/delays unless caused by its "default or neglect"
• Customer warrants supplied information is "accurate and not in any way contrary to English law"
• Virtual Miss Begley warrants Deliverables are original, unpublished in UK, non-infringing, and non-obscene/non-libellous
• Customer accepts responsibility for published Deliverables and indemnifies Virtual Miss Begley
• Virtual Miss Begley warrants personnel competence

11. LIMITATION OF LIABILITY

11.1 Excluded Limitations

Virtual Miss Begley's liability isn't limited for death/personal injury from negligence, fraud, or liability that cannot be limited by law.

11.2-11.3 Limited Liability

Virtual Miss Begley not liable for loss of profits, sales, contracts, savings, data corruption, or goodwill. Total liability capped at total Charges paid.

11.4 Excluded Terms

Supply of Goods and Services Act 1982 sections 3-5 are excluded to fullest extent permitted.

12. TERMINATION

12.1 Either party may terminate with one month's written notice.

12.2 Either party may terminate immediately if:

• Other party materially breaches and fails to remedy within 14 days
• Other party enters administration, liquidation, or becomes insolvent
• Other party suspends/ceases substantial business
• Other party's financial position jeopardizes contractual performance

12.3 Virtual Miss Begley may terminate immediately if:

• Customer fails payment 7+ days after notification
• Control of Customer changes

12.4 Virtual Miss Begley may suspend Services for customer insolvency events or payment default.

13. CONSEQUENCES OF TERMINATION

Upon termination:

• Customer pays all outstanding invoices and interest immediately
• Customer returns unpaid Deliverables (Virtual Miss Begley may retrieve them)
• Customer responsible for Deliverables' safekeeping
• Accrued rights and remedies survive
• Surviving clauses continue in effect

14. GENERAL

14.1 Force Majeure: Neither party liable for delays from events "beyond its reasonable control."

14.2 Assignment: Virtual Miss Begley may assign rights or delegate obligations. Customer cannot without prior written consent.

14.3 Confidentiality: Parties maintain confidentiality for five years post-termination. Disclosure permitted to employees/advisers needing information and as legally required.

14.4 Entire Agreement: Contract supersedes all prior agreements and representations. No remedies for statements not in contract.

14.5 Variation: Modifications require written signature by both parties.

14.6 Waiver: Written waivers don't waive subsequent breaches. Partial exercise doesn't prevent further exercise.

14.7 Severance: Invalid provisions are modified minimally or deleted; remaining provisions unaffected.

14.8 Notices: Written notices to registered addresses via post, courier, or email. Deemed received per specified timeframes.

14.9 Third Parties: No third-party enforcement rights.

14.10 Governing Law: English and Welsh law governs.

14.11 Jurisdiction: English and Welsh courts have exclusive jurisdiction.