Terms & Conditions
Project Design, Development, Products & Services

Proposals

1. Virtual Lens’ proposal does not constitute an offer and is only valid for 30 days.

Orders

1. An order placed in response to a Proposal constitutes an offer by you to purchase the Products and/or Services detailed in the Proposal in accordance with these terms, which may be accepted at Virtual Lens’ discretion and, if accepted, will be accepted only on these terms.
2. An order placed in response to a Proposal is only deemed accepted when Virtual Lens issues written acceptance of the order or performs any act consistent with fulfilling the order, at which point a contract between you and Virtual Lens is formed.
3. You acknowledge that in entering into any contract, you did not rely on any written or oral representations made by or on behalf of Virtual Lens, except as expressly stated in writing and included in the contract. Virtual Lens is not liable for any representation that is not reduced to writing and incorporated into the contract.

Product & Service Delivery

1. If no notification of non-acceptance or changes is received in writing from you within 10 days of receiving the Products, Services, and Deliverables, Virtual Lens will consider you to have accepted them.
2. You agree to provide all required Customer Materials, information, and assistance that Virtual Lens reasonably requires from time to time, in the format that Virtual Lens reasonably requests, in order to facilitate the proper and timely delivery or performance of the Products or Services. You also warrant that, to the best of your knowledge and belief, all Customer Materials and information you provide to Virtual Lens are correct and complete.
3. By supplying Customer Materials for inclusion in any Deliverables, you declare that you have the necessary rights and/or permissions, and you grant Virtual Lens free use of those Customer Materials in connection with the provision of the Services. You will not hold Virtual Lens liable for, and will hold Virtual Lens harmless from, any claims arising from your lack of such rights and/or permissions.
4. You agree that Virtual Lens will only keep copies or originals of Customer Materials for 6 months after the completion of the Services, and that Virtual Lens will not be liable for any losses you may incur as a result of it deleting such Customer Materials after this period.
5. If Virtual Lens incorporates any materials into any Products, Services, or Deliverables believing that they are not subject to any ownership or usage restrictions, and it later emerges that they are, you agree to allow Virtual Lens to remove and/or replace them.
6. You should consider any indication given in the Proposal regarding the delivery of the Products or the performance of the Services to be an estimate. Time is not of the essence in the delivery of the Products or the performance of the Services.
7. Virtual Lens reserves the right to make changes to the Products or Services that are required to comply with any applicable law or safety requirement, or that do not materially affect the nature or quality of the Products or Services, and will notify you in such an event.
8. If you notify Virtual Lens of any defect or fault in the Products or Services, Virtual Lens may, at its discretion, repair, replace, or re-perform the Products or Services.
9. If Virtual Lens‘s performance of any of its obligations under the contract is prevented or delayed due to your default or failure to perform a relevant obligation, Virtual Lens may rely on this to relieve it of performance of any of its obligations to the extent that it prevents or delays Virtual Lens‘s performance of any of its obligations.
10. If Virtual Lens’s supply of the Products or performance of the Services is delayed by an event outside its control then Virtual Lens will contact you as soon as possible to let you know and Virtual Lens will take steps to minimise the effect of the delay. Provided Virtual Lens does this it will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact Virtual Lens to end the contract.
11. Virtual Lens warrants to you that the Products and any Deliverables will be of satisfactory quality and fit for their normal purpose, any purpose made known to Virtual Lens in writing on or before the time the Proposal was submitted, and any purpose for which Virtual Lens has represented that the Products or Deliverables are fit for purpose, and will be materially in accordance with any Creative and Technical Specification will be free of material defects in them.
12. Virtual Lens warrants to you that, in providing the Services, it will do so with all reasonable care, skill, and diligence in accordance with good industry practise; and use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient numbers to ensure that its obligations are met in accordance with the contract.
13. It is your responsibility to ensure that any Products and Deliverables meet all applicable laws, regulations, and codes in all countries where they will be used. You shall not hold Virtual Lens liable for, and shall indemnify Virtual Lens for, any use or misuse of any Products or Deliverables.

Payments

  1. The price of the Products and Services will be as specified in the Proposal, and the price will be exclusive of any applicable VAT unless otherwise specified (you shall pay at the rate required by law after receipt of a valid VAT invoice).
  2. Virtual Lens reserves the right to change the price of the Products and Services in response to additional requirements made by you following your order, such as if your objectives change.
  3. Where the Proposal does not specify the fees of any Third Party, the fees charged by any Third Party, including, for example, any royalty and licence fees in relation to Third Party Materials, are your responsibility. Such fees will be passed on to you for payment if incurred by Virtual Lens, but you must be advised in writing and accept them in writing before the work begins or any fees are incurred.
  4. Unless otherwise agreed in writing, all sums payable to Virtual Lens will be paid in pounds sterling. Payment terms will be specified in the proposal and may include full payment upfront, a deposit, or staged payment. Virtual Lens will send you an invoice prior to each payment date. Each invoice is due in 30 days unless otherwise specified in the proposal.
  5. When a deposit is due to Virtual Lens upon receipt of your order, it is non-refundable.
  6. If any payment is not received by the due date, Virtual Lens reserves the right to suspend access to any Products and any previous Deliverables supplied, as well as further work in relation to the Services, until the outstanding balance is paid in full.
  7. In the event that payment is not received by the due date, Virtual Lens shall have a general lien on all Customer Materials in its possession.

  8. If you fail to make any payment due to Virtual Lens under the contract by the due date, you must pay interest at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue daily from the due date until the overdue amount is paid in full, whether before or after judgement.

    You must pay the interest along with the overdue amount. This clause does not apply to payments that you legitimately dispute. Virtual Lens reserves its rights under the Late Payment of Commercial Debts (Interest) Act 1998.

  9. Without limiting any of its other rights or remedies, Virtual Lens may at any time set-off any liability of yours to Virtual Lens against any liability of Virtual Lens to you. You must pay in full all amounts due under the contract, without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law).
  10. If Virtual Lens is required to enforce these terms against you, you agree to indemnify Virtual Lens for all costs and expenses (including professional and legal costs and expenses on a full indemnity basis) incurred by Virtual Lens as a result of or in connection with Virtual Lens enforcing these terms.

Third Parties

  1. You agree that the Products, Deliverables, and Services may include Third Party Materials and/or be provided by Third Parties, as applicable.
  2. You agree to abide by any Third Party’s separate terms and conditions, copies of which are available upon request, and that such terms and conditions (including any disclaimers contained within them) shall apply to you.
  3. If Virtual Lens‘s right to incorporate Third Party Materials into any Products, Deliverables, or Services expires, you agree to allow Virtual Lens to remove and/or replace those Third Party Materials without liability to you.
  4.  

Liability

  1. Virtual Lens is not liable to you for any loss of profit, business interruption, loss of business opportunity, data loss, or any other indirect or consequential loss or damage.
  2. No liability will be accepted by Virtual Lens for errors not highlighted by you prior to publication, use, or print if any work is proofed by you and you approve it prior to publication, use, or print.
  3. You acknowledge and agree that you are a business customer because you are receiving Products and/or Services for business purposes.
  4. Subject to this clause, Virtual Lens‘s total liability to you, whether in contract, tort (including negligence), or breach of statutory duty, or otherwise, shall be limited to a sum not exceeding the price paid by you in relation to the Products or Services in respect of which the claim arises.
  5. You acknowledge that you have read and fully understood the limitations and exclusions of Virtual Lens’s obligations and liabilities set out in these terms, that you have freely agreed to them, that they are reasonable and formed the basis for determining the price of the Products and Services, as applicable, that you freely accept the risks associated with them, and that you are able to insure yourself against all or some of those risks if you so desire.

Intellectual Property

  1. The intellectual property rights created by or on behalf of Virtual Lens in relation to the Products and arising as a result of the Services (including any origination and/or conceptual work, as well as any advertising slogans, pictures, ideas, visuals, illustrations, artwork, images, text, and suggested design solutions) shall be owned by Virtual Lens unless specifically assigned to you in writing by Virtual Lens. If all of your contractual obligations are met, Virtual Lens hereby grants you a non-exclusive licence of such intellectual property rights for the purpose of using the Products, Services, and Deliverables.
  2. To avoid doubt, if Virtual Lens makes any presentation to you that contains material that goes beyond the scope of the Proposal or the Creative and Technical Specification, you will have no right to use such material unless Virtual Lens expressly agrees in writing.
  3. You agree that Virtual Lens may use any Deliverables for its own publicity and portfolio purposes, as well as to mention having worked with you, and in doing so, may use your logo or branding for this purpose.

Cancellation

  1. You may cancel the contract in whole or in part by providing Virtual Lens with 90 days’ prior written notice at any time, in which case you will be liable to pay for the price of the Products and Services for which you have cancelled the contract, less Virtual Lens‘s net cost savings resulting from cancellation, as well as any Third Party fees that cannot be avoided.
  2. All provisions of the contract that can reasonably be inferred as continuing or that are expressly stated as continuing shall continue in full force and effect upon the contract’s expiration or termination.
  3. If the contract is terminated for any reason, you will be obligated to pay the price of the Products and Services for which the contract was terminated, less Virtual Lens‘s net cost savings as a result of the termination, as well as any Third Party fees that cannot be avoided.

Confidentiality

  1. Except as permitted by this clause, each party agrees not to disclose to any person any confidential information concerning the other party’s business or affairs.
  2. Each party may disclose the other party’s confidential information to its employees, officers, representatives, subcontractors, agents, or advisors who require such information to carry out the party’s contractual obligations. Each party shall ensure that any such party to whom it discloses the confidential information of the other party complies with this clause and any other requirements imposed by law, a court of competent jurisdiction, or any governmental or regulatory authority.
  3. Neither party shall use the other party’s confidential information for any purpose other than to carry out its contractual obligations.
  4. This clause shall survive termination of the contract.

Staff & Contractors

  1. You shall not, without Virtual Lens‘s prior written consent, for any reason solicit or entice away from Virtual Lens, or employ or attempt to employ any person who is, or has been, engaged as an employee or subcontractor of Virtual Lens and with whom you dealt under the contract in the 12 months preceding completion of Virtual Lens, from Virtual Lens‘s commencement of performance of the Services to the expiry of 12 months after completion of the Services (or during the period of the Services if they took less than 12 months to complete).
  2. Any consent granted by Virtual Lens under this clause is conditional on you paying Virtual Lens a sum equal to 50% of the then current gross annual remuneration of the relevant employee or subcontractor. This payment shall represent liquidated damages and a genuine pre-estimate of the loss that Virtual Lens may suffer as a result of losing the employee’s or subcontractor’s skills and experience.

Project Parameters

  1. Work on the deliverables outlined in this estimate cannot begin until both parties have approved them in writing or via email.
  2. To secure resources, approval must be provided no later than 48 hours before the start date of production. Any changes to the project scope outlined in this estimate may have an effect on the production schedule and budget.
  3. Cancellation fees will apply if the client decides to cancel this project for any reason. The project will be paid based on the amount of time spent on resources up to the point of cancellation.
  4. Cancellation must be made in writing. Virtual Lens will provide a breakdown of time spent and tasks assigned.
  5. At the start of the project, the product owner will be assigned.
  6. We anticipate that client review periods will be completed in accordance with the project plan (to be provided on approval of this estimate).
  7. You will compile all feedback and provide it to the project owner.
  8. We follow a standard review cycle, with two rounds of consolidated review/amendments included in the project scope.
  9. Client reviews and/or approvals are scheduled for two working days. If the client requires more time for reviews, the impact on timeliness and budget may necessitate a change request.
  10. A number of deliverables detailed in this estimate are contingent on the client’s satisfactory and timely performance or input. Delays caused by either are likely to have an impact on timing.
  11. Any deviation from the agreed-upon estimate and timeline may necessitate a change request. Depending on the nature of the situation, this may have an impact on timing and incur additional costs. Change requests will be scoped and cost/time estimates will be provided for client approval.
  12. The client will review all material and confirm its legality, accuracy, and propriety – and will hold Virtual Lens harmless in the event of any such liability.
  13. Before the project begins, Virtual Lens will receive all necessary assets in the appropriate formats.
  14. Anything not specified in the proposal may be treated as a change request, incurring additional costs and necessitating more time.
  15. The project does not allow for more than two rounds of changes.
  16. Unless otherwise agreed, all copy/images/assets must be supplied by the client.
  17. The project fees are estimated based on our current understanding of the project objectives.
  18. All prices are exclusive of VAT.
  19. Any changes to project deliverables will be handled through change requests or, if necessary, separate estimates.

Other

  1. Virtual Lens reserves the right to use Third-Party Services.
  2. Virtual Lens‘s failure or delay in enforcing or partially enforcing any provision of the contract shall not be interpreted as a waiver of any of Virtual Lens‘s rights under the contract.
  3. Any waiver by Virtual Lens of any breach or default by you under any provision of the contract will not be deemed a waiver of any subsequent breach or default and will have no effect on the other terms of the contract.
  4. If any provision or part provision of the contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the bare minimum required to make it valid, legal, and enforceable. If such a change is not possible, the relevant provision or part-provision is deemed to be deleted. Any modification or deletion of a provision or part-provision under this clause shall have no effect on the contract’s overall validity and enforceability.
  5. If any provision or part-provision of the contract is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and achieves the intended commercial result of the original provision to the greatest extent possible.
  6. Nothing in the contract is intended to benefit any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and no third party shall have the right to enforce any rights under the contract unless otherwise agreed in writing.
  7. The contract shall be governed by the laws of England and Wales, and both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or relating to the contract or the relationship between you and Virtual Lens, subject to the provisions set forth below. Nothing in this clause limits Virtual Lens’s right to bring proceedings against you in any other court of competent jurisdiction, nor does bringing proceedings in one or more jurisdictions preclude bringing proceedings in another, whether concurrently or not, to the extent permitted by the law of such jurisdiction.
  8. These terms were originally written in English, and any translations shall be governed by the English language version.
  9. You must promptly execute and deliver such documents and perform such acts as are reasonably required to give full effect to the contract, and you must use all reasonable efforts to ensure that any necessary third party does the same.
  10. These terms, together with the documents referred to in them, constitute the parties’ entire agreement and understanding and supersede any previous agreement between the parties relating to the Products and Services.
  11. No change to these terms will be valid unless signed in writing by Virtual Lens.

Personal Property
1. Virtual Lens holds no responsibility for the loss and damage of any personal property.

Processing information
Virtual Lens will ensure that your data is processed fairly and lawfully. We will process information only where:

1. the law allows us to, or
2. you have given your consent, or
3. we have received a court order

Ensuring your personal information is safe and accurate
1. Virtual Lens ensures that information held on our computer systems and in our paper filing systems is secure to guard against unauthorised or unlawful processing or accidental loss, destruction of, or damage to personal data.
2. In order to carry out its functions, Virtual Lens may receive information about you from others or give information to others, but we can only do this in accordance with the law.
3. Any third parties from whom we receive personal data or to whom we pass personal data are also required to comply with the Data Protection Act.
4. Virtual Lens only collects and records personal information that is necessary to carry out its functions, nothing more.
5. The information that we record is based on fact and, where opinion is recorded, it is relevant and backed up.

Data sharing
1. Virtual Lens will only share personal data with those organisations that it is legally required to, and where sharing personal data is necessary we will comply with the Data Protection Act & GDPR.

Retaining personal information
1. We will only retain information if a business need exists. It is not kept longer than is necessary for that purpose.