Terms & Conditions

STANDARD TERMS AND CONDITIONS
FOR SUPPLY OF SERVICES
OF
SILVERSUN MEDIA GROUP LTD.

1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable
Service Specification;
1.2 "Customer" means the organisation or person who purchases services from the
Supplier;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright,
trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Service Specification" means a statement of work, quotation or other similar document describing
the services to be provided by the Supplier;
1.5 "Supplier" means Silversun Media Group Ltd, Ground Floor, 16 Dufours Place, London, W1F 7SP

2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier
to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Service
Specification which shall specify the services to be performed and the fees payable. The Customer
shall notify the Supplier immediately if the Customer does not agree with the contents of the Service
Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time
frames but time shall not be of the essence in the performance of any services.

3 FEES AND PAYMENT
3.1 The fees for the performance of the services are as set out in the Service Specification. The
Supplier shall invoice the Customer for the services on the completion of work unless different terms
are agreed at the start of the project.
3.2 Invoiced amounts shall be due and payable within 30 days of invoice date. The Supplier shall be
entitled to charge interest on overdue invoices from the date when payment becomes due from day to
day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England.
In the event that the Customer’s procedures require that an invoice be submitted against a purchase
order, the Customer shall be responsible for issuing such purchase order before the services are
rendered.
© Silversun Media Group April 2011

4 CUSTOMER’S OBLIGATIONS
4.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

4.1.1 Co-operate with the Supplier;
4.1.2 Provide the Supplier with any information reasonably required by the Supplier;
4.1.3 Obtain all necessary permissions and consents which may be required before the
commencement of the services; and
4.1.4 Comply with such other requirements as may be set out in the Service Specification or
otherwise agreed between the parties.
4.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the
Supplier as a result of the Customer’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the
Customer unlawfully terminates or cancels the services agreed to in the Service Specification, the
Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full
amount of any third party costs to which the Supplier has committed and in respect of cancellations
on less than five working days’ written notice the full amount of the services contracted for as set out
in the Service Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s
losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any
obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the
payment of the damages set out in this Clause. 4.4. In the event that the Customer or any third party,
not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the
Supplier from undertaking or complying with any of its obligations under this Agreement, then the
Supplier shall notify the Customer as soon as possible and:
4.4.1 The Supplier shall have no liability in respect of any delay to the completion of any project;
4.4.2 If applicable, the timetable for the project will be modified accordingly;
4.4.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for
additional costs.

5 ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any
alterations in the scope of services to be provided under this Agreement shall be set out in the
Service Specification, which shall reflect the changed services and fees and any other terms agreed
between the parties.
5.2 The Customer may at any time request alterations to the Service Specification by notice in writing
to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or
such other period as may be agreed between the parties, advise the Customer by notice in writing of
the effect of such alterations, if any, on the fees and any other terms already agreed between the
parties.
5.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on
terms different to those already agreed between the parties, the Customer shall, within 5 working
days of receipt of such notice or such other period as may be agreed between the parties, advise the
Supplier by notice in writing whether or not it wishes the alterations to proceed.
© Silversun Media Group April 2011
5.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms
different to those already agreed between the parties, and the Customer confirms in writing that it
wishes the alterations to proceed on those terms, the Service Specification shall be amended to

reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of
such amended terms.
5.4.1 The Supplier shall have no liability in respect of any delay to the completion of any project;
5.4.2 If applicable, the timetable for the project will be modified accordingly;
5.4.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for
additional costs.

6 WARRANTY
6.1 The Supplier warrants that the services performed under this Agreement shall be performed using
reasonable skill and care, and of a quality conforming to generally accepted industry standards and
practices.
6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties
whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the
services to be provided by the Supplier.

7 INDEMNIFICATION
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier
may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations
under this Agreement, including any claims brought against the Supplier alleging that any services
provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or
trade secret or other similar right of a third party.

8 LIMITATION OF LIABILITY
8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the
entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this
Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer
to which the claim relates.
8.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of
opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made
aware of the possibility of the Customer incurring such a loss.
8.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or
personal injury resulting from the Supplier’s negligence or that of its employees, agents or subcontractors.
© Silversun Media Group April 2011

13 ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this
Agreement without the prior written consent of the Supplier.

14 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court
of competent jurisdiction such provision shall be severed and the remainder of the provisions herein
shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or
unenforceable provision eliminated.

15 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and
Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all
Terms and Conditions of this Agreement.

16 NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by
post to the address of the other party given in the Service Specification or such other address as such
party may from time to time have communicated to the other in writing, and if sent by email shall
unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be
deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed
to have been served at the time at which the letter was delivered personally or if sent by post shall be
deemed to have been delivered in the ordinary course of post.

17 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and
supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a
document signed by both parties.

19 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the
parties hereby submit to the exclusive jurisdiction of the English courts.