The business known as “VSC Media” and trading from the website vscmedia.com is in the midst of a restructuring process. Accordingly, you may be transacting either with the company registered in England and Wales under company number 5746683, known legally as “VSC Creative Limited”, or one of its nominated successors or representatives, or their subsidiaries, anywhere in the world. For the purposes of any transactions carried out under the brands “VSC Media” or VSC Creative” or in conjunction with or under the domain name vscmedia.com, the Client accepts that the legal entity he/she/they are dealing with may change, and he/she/they recognise the validity of any successors or representatives named on deliverables, invoices, quotations, private communications, or other documents relevant to services provided under the brands “VSC Media” or VSC Creative” or under the domain name vscmedia.com.
Should the legal entity change for the purposes of transacting, the Client shall be notified in writing. Once the restructuring is complete, the new legal entity shall replace VSC Creative Limited without frustration of its agreements, contracts or warranties. VSC Creative Limited and its nominated successors, representatives, and subsidiaries shall be collectively referred to in this document as “VSC Media”.
In this document, the “Services” means any work or service provided in exchange for valid consideration, including but not limited to consultancy, research, advice in written or vocal form, planning, design, prototyping, or development of software, under any contract with VSC Media, whether agreed informally in communication or by reference to a formal contract agreement. No part of the Services should be considered to be, or relied upon as, legal advice equivalent to that provided by an authorised legal professional.
In this document, an “Agreement” means any legally binding contract under the law of England and Wales, for which the consideration provided by VSC Media is its Services. An Agreement may be made in the course of communications in which a consensus emerges that an exchange of consideration is to take place, or by virtue of a codified contractual document. No other document can vary these terms unless explicitly agreed in written form by mutual consent.
In this document, the “Client” means any party to an Agreement with VSC Media who is knowingly in receipt of, or intending to receive, the Services provided by VSC Media.
Locale and Jurisdiction
Unless agreed to the contrary in a document that explicitly supersedes this one, or as required by local laws, all transactions with VSC Media shall be governed under the jurisdiction of the Courts of England and Wales, and the statutory laws of the United Kingdom.
Renewals and Support
Unless agreed to the contrary in a document that explicitly supersedes this one, it shall be the sole responsibility of the Client to renew any subscriptions, domain name registrations, licenses, or other ongoing contractual arrangements made with third-party contractors specifically for the benefit of the Client. Where these arrangements have been made by VSC Media, relevant authentication and registration details shall be provided by VSC Media to the Client or their nominated representative(s) upon request, but may not always be provided unless an explicit request is made. Unless agreed otherwise, it shall be the responsibility of the Client to request any such details on a regular basis.
After the Services have been provided, there shall be no presumption of ongoing support or assistance from VSC Media. It shall be for the Client to request and include in the Agreement any required long-term support. The preparation of handover materials, templates, master design documents and other relevant materials is not included in the Services unless explicitly named and accounted for in the Agreement.
Cancellation and Completion
Once work to provide the Services has begun, the Client shall be liable to cover the cost of any work carried out, even if no Services have yet been delivered or rendered in a finished state, and it shall be for VSC Media to determine at its sole discretion the cost incurred in the course of preparing any Services cancelled prior to completion. If a day rate or hourly rate has been provided as part of quotation, such assessment shall be calculated according to this rate.
Subject to any written notice to the contrary, where a quotation has already been provided, the Client shall be liable for payment of the entire quoted amount if the Services are substantially complete, even if the Agreement is cancelled before total completion.
If circumstances change by reason of Force Majeure, including but not limited to political instability, public health crisis, natural disaster(s), man-made disaster(s), warfare or terrorism, the Client will still be liable in full for any work completed but not yet paid, whether or not an invoice has yet been issued, to the extent permitted by relevant laws.
Unless agreed to the contrary in a document that explicitly supersedes this one, payment is to be made within TEN business days (Monday-Friday, excluding UK public holidays and public holidays in the country where the Client is primarily located or registered) of the receipt of an invoice. Unless stated otherwise, payment shall be made by bank transfer to whichever bank details are provided on the invoice. Regardless of payment method, payments shall not be considered made until funds have arrived and cleared into the account designated on the associated invoice.
VSC Media shall retain all intellectual property rights in any original works that are created as part of the Services, until payment is made for that part of the Services or written disposition of the aforesaid intellectual property rights is made by VSC Media or authorised representatives or contractors. Ownership of intellectual property in original works made as part of the Services shall exclude any pre-existing copyrights, trademarks or patents owned by the Client.
The Client accepts that outside of normal business hours (09:00-17:00) in the current timezone of the United Kingdom, rapid e-mail and telephone contact may not be available. VSC Media is a network of professionals, many of whom balance competing responsibilities throughout their working week, and VSC Media accepts no responsibility if any given individual that may be in contact with the Client in the provision of the Services is temporarily unavailable at certain points in the week in service of these other responsibilities, as long as the Client has been informed in advance.
Confidentiality and Data
VSC Media undertakes not to disclose any otherwise private communications, arrangements or other details it retains for the purposes of the provision of its Services without prior written consent from the Client, and accepts that this is a necessary limitation of their right of freedom of expression under Article 10 of the European Convention on Human Rights and the First Amendment to the Constitution of the United States. However, unless agreed otherwise, VSC Media reserves the right to state publicly: (i) that it has undertaken a contract for a Client; (ii) the name of that client; (iii) any details about that Work that have already been made public by the Client; and (iv) what the contributions of VSC Media and its employees, operatives and contractors were, subject to any non-disclosure agreements.
The Client agrees that anything they e-mail to the business trading under the brands “VSC Media” or “VSC Creative” may be archived in perpetuity, unless (i) it is highly sensitive and is no longer necessary in order to provide the Services; (ii) the Client has requested its deletion and it is not required for essential operations; (iii) its deletion is temporarily impossible due to a technical problem of any kind including but not limited to permanent data loss.
The Client agrees not to make public, whether intentionally or by negligence, recklessness or oversight, any communications from VSC Media or any of its representatives of contractors in the course of their Performance of the Services, and accepts that this is a necessary limitation of their right of freedom of expression under Article 10 of the European Convention on Human Rights and the First Amendment to the Constitution of the United States.
VSC Media shall take all reasonably practicable steps to keep sensitive data safe from loss or data breaches, including the use of two-factor authentication and moderate to high levels of encryption where necessary.
Disputes and Resolution
Unless agreed to the contrary in a document that explicitly supersedes this one, in the case of any dispute the Client and VSC Media shall seek mediation in the first instance, and only move to other remedies once mediation has been exhausted. The mediator shall be jointly nominated by the Client and VSC Media. The Client renounces any entitlement to legal proceedings except in the courts or England and Wales, to the extent permitted by local and international laws.