1. Application
    1. These Terms and Conditions shall apply to the provision of Services by the Supplier to the Client.
    2. In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Supplier in writing.
  2. Definitions and Interpretation
    1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
      Schedule – means an agreement between the Supplier and the Client in writing setting out the details and costs for delivery of the services which shall incorporate, and be subject to, these Terms
      Business Day – means a day (excluding Saturdays and Sundays ) on which banks generally are open for the transaction of normal banking business;
      Client – means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Supplier;
      Commencement Date – means the commencement date for the Schedule as set out in the same;
      Fees – means the fees payable by the Client as set out in the Schedule in accordance with Clause 4 and the Terms of Payment;
      Intellectual Property – means intellectual property rights of whatever nature (including but not limited to patents, trade marks, service marks, design rights, copyright, database rights, know-how rights, goodwill, reputation, get – up, logos, plans, models, data, diagrams, specifications, source and object code materials);
      Services – means the services to be provided by the Supplier to the Client as set out in the Schedule;
      Supplier – means Shout! Communications Limited (Company No: 4651912) whose registered office is at 44 Wellington Street, Covent Garden, London, WC2E 7BD;
      Terms of Payment – means the terms of payment of Fees as set out in Clause 4 and 5 or as otherwise amended in the Schedule.
    2. Unless the context otherwise requires, each reference in these Terms and Conditions relates to:
      1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
      2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      3. “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
      4. a Schedule is a schedule to these Terms and Conditions; and
      5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
      6. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
    3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
    4. Words imparting the singular number shall include the plural and vice versa.
    5. References to any gender shall include the other gender.
  3. The Services
    1. By signing these terms and conditions or the Schedule or confirming our proposal via email or in writing, you are requesting the Supplier to undertake the project detailed in our written proposal to you subject to these terms and conditions. The Supplier will not be obligated to provide any additional services, or extend any existing services, that are not detailed in the written proposal.
    2. The Supplier reserves the right to modify these terms and conditions as required without notice and your continued use of our Services will be deemed as acceptance of the modified terms and conditions.
    3. With effect from the Commencement Date the Supplier shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.
    4. The Supplier will use reasonable care and skill to perform the Services.
    5. The Supplier shall use all reasonable endeavours to complete its obligations under the Schedule, but time will not be of the essence in the performance of these obligations.
    6. Services that take the form of a one off project only with no continuing provision and are neither a Retained Services Contract nor a Fixed Term Contract as defined below shall be referred to as a “One-Off Project”.
    7. Services that do not have an agreed end date shall be referred to as “Retained Services Contract”. The contractual period for Retained Services shall continue at the agreed Fees until either party provides to the other at least 3 months written notice to terminate the Services. The Client agrees to give the Supplier 3 months notice if the agreed Fees are to be reduced by 20% or more. Notice to terminate may not be given by new Clients during the first 3 months of this contract.
    8. Where the Client requests the Services to be supplied for a defined period of time this shall be referred to as a “Fixed Term Contract”. Where a Fixed Term contract is entered into but the Client requests the continuation of the Services beyond the end of the fixed term, then unless a further fixed period is agreed, the contract shall automatically become a Retained Services Contract and subject to Clause 3.8 above
    9. The Supplier reserves the right to suspend Services if a Client is undertaking any activities which are deemed to be detrimental to Supplier and/or the Services.  No such suspension shall affect the liability of the Client to pay the Fees.
  4. Fees
    1. The Client agrees to pay the Fees in accordance with the Terms of Payment listed in the Schedule.
    2. In addition the Supplier shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
  5. Confidentiality
    1. Both the Supplier and the Client shall undertake that, except as provided by sub-Clause 6.2 or as authorised in writing by the other Party, it shall at all times during the continuance of the Schedule and for 6 months after its termination:
      1. keep confidential all Confidential Information;
      2. not disclose any Confidential Information to any other party;
      3. not use any Confidential Information for any purpose other than as contemplated by the Schedule;
      4. not make any copies of, record in any way or part with possession of any Confidential Information;
  6. Intellectual Property
    1. The Intellectual Property in anything provided by the Client shall remain the Client’s. All Intellectual Property arising as a result of the provision of the Services shall vest with the Client on payment of the Charges.
    2. Any pre-existing Intellectual Property belonging to the Supplier but used in the supply of the Services shall remain with the Supplier.
    3. Nothing in this Agreement shall be taken to prevent the Supplier from using any expertise acquired or developed during the performance of this Schedule in the provision of services for other companies or on its own behalf.
  7. Variation and Amendments
    1. If the Client wishes to vary any details of the Schedule he must notify the Supplier in writing as soon as possible.  The Supplier shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
    2. If, due to circumstances beyond the Supplier’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately.  The Supplier shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
    3. of remedy if the Party in breach can comply with the provision in question in all respects.
    4. In the event of termination under sub-Clause 17.1 the Supplier shall retain any sums already paid to it by the Client without prejudice to any other rights the Supplier may have whether at law or otherwise.
  8. Liability and Indemnity
    1. Neither Party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
    2. The Supplier’s aggregate liability in respect of claims arising out of or in connection with this Schedule shall in no circumstances exceed 100% of the Fees payable by the Client to Supplier under this Schedule in respect of the Services to which the liability specifically relates. Where the liability relates to ongoing services the liability shall be capped at the total Fees in respect of Services delivered directly by the Supplier in the preceding 12 months.
    3. Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) in connection with the performance of its obligations under the Schedule or with the use by the Client of the Services supplied.
    4. The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
    5. The Supplier shall not be liable to the Client or be deemed to be in breach of the Schedule by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
  9. Privacy

We are committed to ensuring your privacy is protected.   Any information you give us about yourself will not be passed onto any third parties.  We may use this information to tell you about our products and services and contact you for market research.

  1. Force Majeure
    Neither the Client nor the Supplier shall be liable for any failure or delay in performing their obligations under the Schedule where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Supplier failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
  2. Waiver
    1. No waiver by the Supplier of any breach of the Schedule by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.  A waiver of any term, provision or condition of the Agreement shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
    2. No failure or delay on the part of any Party in exercising any right, power or privilege under the Schedule shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
  3. Copyright
    All  contents of this website in whatever format, including video, design and graphics, belong or have been licensed to Shout! Communications Limited.  Permission is granted to copy electronically and to print hard copies of this site only for browsing the site.   No other permission is granted for reproduction, modification, distribution purposes without the permission of Shout! Communications Limited.   The Supplier reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
  4. Law and Jurisdiction
    1. These Terms and Conditions and the Schedule (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    2. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Schedule (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

If you have any questions please contact Keren Haynes or Catherine Bayfield on 0207 240 7373 or email hello@shoutcommunications.co.uk.