TERMS OF WEBSITE USE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Terms of website use
Other applicable terms
- Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
- Our Cookies Policy, which sets out information about the cookies on our site.
If you purchase goods from our site, our Terms and conditions of supply will apply to the sales.
Information about us
thisismetropolis.com is a site operated by Metropolis London Music Limited (“We”). We are registered in England and Wales under company number 07495435 and have our registered office and main trading address at The Power House, 70 Chiswick High Road, London W4 1SY. Our VAT number is 162 9455 88. We are a limited company.
Changes to these terms
Please check this page from time to time to take notice of any changes we made, as they are binding on you.
Changes to our site
We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.
We do not guarantee that our site, or any content on it, will be free from errors or omissions.
Accessing our site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to have access to our site.
Your account and password
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at email@example.com.
Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. These works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
No reliance on information
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
Limitation of our liability
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
If you are a business user, please note that in particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods, which will be set out in our Terms and conditions of supply.
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Linking to our site
You may link to our site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
If you wish to make any use of content on our site other than that set out above, please contact firstname.lastname@example.org.
Third party links and resources in our site
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.
We have no control over the contents of those sites or resources.
To contact us, please email email@example.com.
Thank you for visiting our site.
Acceptable Use Policy
This acceptable use policy sets out the terms between you and us under which you may access our website thisismetropolis.com (our site). This acceptable use policy applies to all users of, and visitors to, our site.
Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our Terms of Website Use.
thisismetropolis.com is a site operated by Metropolis London Music Limited (we or us). We are registered in England and Wales under company number 07495435 and we have our registered office and main trading address at The Power House, 70 Chiswick High Road, London W4 1SY. Our VAT number is 162 9455 88.
You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our Terms of Website Use.
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
Suspension and termination
We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
Changes to the Acceptable Use Policy
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.
Metropolis London Music Limited (“We”) are committed to protecting and respecting your privacy.
For the purpose of the Data Protection Act 1998 (the Act), the data controller is Metropolis London Music Limited of The Power House, 70 Chiswick High Road, London W4 1SY.
Information we may collect from you
We may collect and process the following data about you:
Information that you provide by filling in forms on our site thisismetropolis.com (our site). This includes information provided at the time of registering to use our site, subscribing to our service, posting material or requesting further services.
If you contact us, we may keep a record of that correspondence.
We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
Details of transactions you carry out through our site and of the fulfilment of your orders.
Details of your visits to our site including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.
We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
Where we store your personal data
All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted (using SSL technology). Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
Uses made of the information
We use information held about you in the following ways:
To ensure that content from our site is presented in the most effective manner for you and for your computer.
To provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes.
To carry out our obligations arising from any contracts entered into between you and us.
To allow you to participate in interactive features of our service, when you choose to do so.
To notify you about changes to our service.
We may also use your data, or permit selected third parties to use your data, to provide you with information about goods and services which may be of interest to you and we or they may contact you about these by e-mail or SMS.
If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those which were the subject of a previous sale to you.
If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this.
If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please let us know by e-mailing us at firstname.lastname@example.org.
We do not disclose information about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 500 men aged under 30 have clicked on their advertisement on any given day). We may also use such aggregate information to help advertisers reach the kind of audience they want to target (for example, women in SW1). We may make use of the personal data we have collected from you to enable us to comply with our advertisers’ wishes by displaying their advertisement to that target audience.
Disclosure of your information
We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
We may disclose your personal information to third parties:
In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
If Metropolis London Music Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at email@example.com.
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
Access to information
The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
Supply of Products
TERMS & CONDITIONS OF SUPPLY OF GOODS
This page (together with the documents expressly referred to on it) tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) listed on our website (our site) to you.
These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that by ordering any of our Products, you agree to be bound by these Terms and the other documents expressly referred to in it.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on June 1 2013.
These Terms, and any Contract between us, are only in the English language.
Information about us
We operate the website thisismetropolis.com. We are Metropolis London Music Limited, a company registered in England and Wales under company number 07495435 and with our registered office and main trading address at The Power House, 70 Chiswick High Road, London W4 1SY. Our VAT number is 162 9455 88.
To contact us, please see the footer on our website iservices.wpengine.com
The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
The packaging of the Products may vary from that shown on images on our site.
All Products shown on our site are subject to availability. We will inform you by e-mail as soon as possible if the Product you have ordered is not available and we will not process your order if made.
Use of our site
Your use of our site is governed by our Terms of website use and Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
How we use your personal information
If you are a consumer
This clause 5 only applies if you are a consumer.
If you are a consumer, you may only purchase Products from our site if you are at least 18 years old.
As a consumer, you have legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
If you are a business customer
This clause 6 only applies if you are a business.
If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.
These Terms and any document expressly referred to in them constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in these Terms or any document expressly referred to in them.
How the contract is formed between you and us
For the steps you need to take to place on order on our site, please see the relevant Product Page on our website.
Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
After you place an order, you may receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.4.
We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site as referred to in clause 12.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.
Our right to vary these terms
We may revise these Terms from time to time in the following circumstances:
changes in how we accept payment from you;
changes in relevant laws and regulatory requirements.
Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us.
Whenever we revise these Terms in accordance with this clause 8, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
Your consumer right of return and refund
This clause 9 only applies if you are a consumer, and relates only to Products.
If you are a consumer, you have a legal right to cancel a Contract under the Consumer Protection (Distance Selling) Regulations 2000 during the period set out below in clause 9.3. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract under these regulations is available from your local Citizens’ Advice Bureau or Trading Standards office.
However, this cancellation right does not apply in the case of:
any products made to your specification or clearly personalised;
tickets for any events whereby your cancellation occurs 24 hours or less before the day of the event; or in the case where the event is in the past;
software, DVDs, BDs, CDs or similar products which have a security seal which you have opened or unsealed.
Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation, which is when the Contract between us is formed. If the Products have already been delivered to you, you have a period of 7 (seven) working days in which you may cancel, starting from the day after the day you receive the Products. Working days means that Saturdays, Sundays or public holidays are not included in this period.
To cancel a Contract, please contact us in writing to tell us by sending an e-mail to firstname.lastname@example.org. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail or posted the letter to us. If you call us to notify us of your cancellation, then your cancellation is effective from the date you telephone us.
You will receive a full refund of the price you paid for the Products and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in clause 9.4. If you returned the Products to us because they were faulty or mis-described, please see clause 9.6.
If you have returned the Products to us under this clause 9 because they are faulty or mis-described, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
We refund you on the credit card or debit card used by you to pay.
If the Products were delivered to you:
you must return the Products to us as soon as reasonably practicable;
unless the Products are faulty or not as described (in this case, see clause 9.6), you will be responsible for the cost of returning the Products to us;
you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.
Details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation.
As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 9 or these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
Your order will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation, unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.
Delivery will be completed when we deliver the Products to the address you gave us.
The Products will be your responsibility from the completion of delivery.
You own the Products once we have received payment in full, including all applicable delivery charges.
We deliver globally, however if you order Products from our site for delivery to an International Delivery Destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
Price of products and delivery charges
The prices of the Products will be as quoted on our site from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Product(s) you ordered, please see clause 12.5 for what happens in this event.
Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed with a Dispatch Confirmation.
The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
The price of a Product does not include delivery charges. Our delivery charges are as quoted on our site (on the Product page, or as advised in writing following an enquiry from you), and may vary from territory to territory.
Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
where the Product’s correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price; and
if the Product’s correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
How to pay
You can only pay for Products using a debit card or credit card. We accept the following cards: VISA Credit, VISA Debit, VISA Electron, MasterCard, Maestro, AmEx.
Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order.
Our liability if you are a business
This clause 14 only applies if you are a business customer.
We only supply the Products for internal use by your business, and you agree not to use the Product for any re-sale purposes.
Nothing in these Terms limit or exclude our liability for:
death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
defective products under the Consumer Protection Act 1987.
Subject to clause 14.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
any loss of profits, sales, business, or revenue;
loss or corruption of data, information or software;
loss of business opportunity;
loss of anticipated savings;
loss of goodwill; or
any indirect or consequential loss.
Subject to clause 14.2 and clause 14.3 , our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the cost of the product ordered.
Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
Our liability if you are a consumer
This clause 18 only applies if you are a consumer.
If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.
We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We do not in any way exclude or limit our liability for:
death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation;
any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
defective products under the Consumer Protection Act 1987.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 16.2.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
we will contact you as soon as reasonably possible to notify you; and
our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
Communications between us
When we refer, in these Terms, to “in writing”, this will include e-mail.
If you are a consumer:
To cancel a Contract in accordance with your legal right to do so as set out in clause 9, you must contact us in writing by sending an e-mail to email@example.com. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail, then your cancellation is effective from the date you sent us the e-mail.
If you wish to contact us in writing for any other reason, you can send this to us by e-mail or by pre-paid post to Metropolis London Music Limited at The Power House, 70 Chiswick High Road, London W4 1SY. (You can also contact us using our main telephone line).
If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Other important terms
We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. However if you are a consumer and you have purchased a Product as a gift, you may transfer the benefit of our warranty in clause 15 to the recipient of the gift without needing to ask our consent.
This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Services to Businesses
TERMS & CONDITIONS OF SUPPLY OF SERVICES TO BUSINESSES
The Customer’s attention is particularly drawn to the provisions of clause 8.
Definitions. In these Conditions, the following definitions apply:
- Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
- Commencement Date: has the meaning set out in clause 2.2.
- Conditions: these terms and conditions as amended from time to time in accordance with clause 11.8.
- Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
- Customer: the person or firm who purchases Services from the Supplier.
- Deliverables: the deliverables set out in the Order, produced by the Supplier for the Customer.
- Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- Order: the Customer’s order for Services as set out in the Customer’s purchase order form, or the Customer’s written acceptance of a quotation by the Supplier, or overleaf, as the case may be.
- Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
- Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
- Supplier: Metropolis London Music Limited, registered in England and Wales with company number 07495435.
- Supplier Materials: has the meaning set out in clause 4.1(g).
Construction. In these Conditions, the following rules apply:
a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a party includes its personal representatives, successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to writing or written includes letters, faxes and e-mails.
2. Basis of contract
The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of  Business Days from its date of issue.
3. Supply of Services
The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Customer’s obligations
The Customer shall:
ensure that the terms of the Order [and any information it provides in the Specification] are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
prepare the Customer’s premises for the supply of the Services;
obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5. Charges and payment
The Charges for the Services shall be on a time and materials basis:
the Charges shall be calculated in accordance with the Supplier’s standard rates, as set out in the quotation by the Supplier;
the Supplier’s standard hourly/daily/job fee rates for each individual are calculated on the basis of an eight-hour day worked on Business Days;
the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
The Supplier shall invoice the Customer upon receipt of the Order.
The Customer shall pay each invoice submitted by the Supplier:
within 14 (fourteen) days of the date of the invoice; and
in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 (eight) per cent per annum above the then current Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
6. Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
All Supplier Materials are the exclusive property of the Supplier.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.
8.Limitation of liability
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 8.1:
the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the cost of the service provided, as detailed in the Specification and/or Order.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
This clause 8 shall survive termination of the Contract.
Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach;]
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
the other party (being an individual) is the subject of a bankruptcy petition or order;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(b) to clause 9.1(i) (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 3 (three) months’ written notice.
Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1 (l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10. Consequences of termination
On termination of the Contract for any reason:
the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
clauses which expressly or by implication have effect after termination shall continue in full force and effect.
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 (four) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
Assignment and subcontracting:
The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 11.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
This clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mail or fax transmission, and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail or fax.
A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Services to Consumers
When the following words with capital letters are used in these Terms, this is what they will mean:
Event Outside Our Control: is defined in clause 8.2;
Order: your order for the Services [as set out overleaf];
[Product: the product We create for you as a result of the Services, as set out in the Order;]
Services: the services that We are providing to you as set out in the Order;
Terms: the terms and conditions set out in this document; and
We/Our/Us: Metropolis London Music Limited, a company registered in England and Wales under company number 07495435 and with our registered office and main trading address at The Power House, 70 Chiswick High Road, London W4 1SY. Our VAT number is 162 9455 88.
To contact us, please see the footer on our website iservices.wpengine.com
When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
2. Our contract with you
These are the terms and conditions on which We supply Services to you.
Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you sign [and submit] the Order. If you think that there is a mistake [or require any changes], please contact Us to discuss. [We will confirm any changes in writing to avoid any confusion between you and Us.]
When you sign and submit the Order to Us, this does not mean We have accepted your order for Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the Services, We will inform you of this [in writing] and We will not process the Order.
These Terms will become binding on you and Us when [We issue you with a written acceptance of an Order OR We contact you that We are able to provide you with the Services[, which We will also confirm in writing to you]], at which point a contract will come into existence between you and Us.
If any of these Terms conflict with any term of the Order, the Order will take priority.
We shall assign an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.
3. Changes to order or terms
We may revise these Terms from time to time in the following circumstances:
changes in how We accept payment from you;
changes in relevant laws and regulatory requirements; and/or
changes in how We provide Products and/or Services.
If We have to revise these Terms under clause 3.1, We will give you at least one month’s written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 9.
You may make a change to the Order for Services at any time before the start date for the Services, provided no work has already been undertaken in preparation of Our delivery of the Services, by contacting Us. Where this means a change in the total price of the Services, We will notify you of the amended price in writing. You can choose to cancel the Order in accordance with clause 9.1 in these circumstances.
If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 9.
4. Providing services
We will supply the Services to you from the date agreed between Us in writing until the estimated completion date set out in the Order.
We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 8 for Our responsibilities when an Event Outside Our Control happens.
We may need certain information from you that is necessary for Us to provide the Services. We will contact you about this. If you do not, after being asked by Us, provide Us with this information, or you provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required, or We may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked. If we suspend the Services under this clause 4.3, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices We have already sent you.
We may have to suspend the Services if We have to deal with technical problems, or to make improvements agreed between you and Us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 4.4 but this does not affect your obligation to pay for any invoices We have already sent you.
If you do not pay Us for the Services when you are supposed to as set out in clause 6.3, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 6.5). We will contact you to tell you this. This does not affect Our right to charge you interest under clause 6.4.
If We design the Product for you, We will own the copyright, design right and all other intellectual property rights in the Product and any drafts, drawings or illustrations We make in connection with the Product for you.
5. If there is a problem with the services
In the unlikely event that there is any defect with the Services [or Product]:
please contact Us and tell Us as soon as reasonably possible;
please give Us a reasonable opportunity to repair or fix any defect; and
We will use every effort to repair or fix the defect as soon as reasonably practicable, and in any event, within fourteen days.
You will not have to pay for Us to repair or fix a defect with the Services [or Product] under this clause 5.1. Please note that this clause relates only to defective or faulty Services or Products, and is not applicable to subjective interpretations (for example, in the case of sound mixes, audio mastering and such like), unless there is a material defect in the Services or Product supplied.
As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials We use are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6. Price and payment
The price of the Services will be set out as per Our price list in force at the time We confirm your Order. Our prices may change at any time, but price changes will not affect Orders that We have confirmed with you.
These prices exclude VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect,
Where We are providing Services to you, We may ask you to make an advance payment of 50% of the price of the Services. Your rights to a refund on cancellation are set out in clause 9. We will invoice you for the balance of the Services on or any time after We have performed the Services. Each invoice will quote the Order number. You must pay each invoice in cleared funds within 14 (fourteen) calendar days at the date of invoice by bank transfer, in full.
If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it, clause 6.4 will not apply for the period of the dispute.
7. Our liability to you
If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and Us at the time we entered into this contract.
We supply the Services for commercial use, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We do not exclude or limit in any way Our liability for:
death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
defective products under the Consumer Protection Act 1987.
8. Events Outside Our Control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
We will contact you as soon as reasonably possible to notify you; and
Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Services. Please see your cancellation rights under clause 9. We will only cancel the contract if the Event Outside Our Control continues for longer than four weeks in accordance with Our cancellation rights in clause 9.
9. Your rights to cancel and applicable refund
Before We begin to provide the Services, you have the following rights to cancel an Order for Services, including where you choose to cancel because We are affected by an Event Outside Our Control or if We change these Terms under clause 3.1 to your material disadvantage:
You may cancel any Order for Services up to five calendar days before the start date for the Services by contacting Us. We will confirm your cancellation in writing to you. Late cancellation charges (in the form of a percentage charge of the original quote for Services in the Order) may apply if you cancel less than five calendar days before the Services are scheduled to start, as follows:
Time before scheduled start of Services Cancellation charge (% of Order amount)
- Less than 24 hours 100%
- Less than 48 hours 75%
- Less than 72 hours 50%
- Less than 96 hours 25%
- Less than 120 hours 12.5%
If you cancel an Order under clause 9.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you provided the cancellation was agreed more than five calendar days before the Services were scheduled to start.
However, if you cancel an Order for Services under clause 9.1(a) and We have already started work on your Order by that time, or incurred any third party costs in direct relation to the work, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us. However, where you have cancelled an Order because of Our failure to comply with these Terms (except where We have been affected by an Event Outside Our Control), you do not have to make any payment to Us.
Once We have begun to provide the Services to you, you may cancel the contract for the Services at any time by providing Us with at least thirty calendar days’ notice in writing. Any advance payment you have made for Services that have not been provided will be refunded to you.
Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:
We break this contract in any material way and We do not correct or fix the situation within fourteen days of you asking Us to in writing;
We go into liquidation or a receiver or an administrator is appointed over Our assets;
We change these Terms under clause 3.1 to your material disadvantage;
We are affected by an Event Outside Our Control.
10. Our rights to cancel and applicable refund
If We have to cancel an Order for Services before the Services start:
We may have to cancel an Order before the start date for the Services, due to an Event Outside Our Control or the unavailability of key personnel or key materials without which We cannot provide the Services. We will promptly contact you if this happens.
If We have to cancel an Order under clause 10.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
Where We have already started work on your Order for Services by the time We have to cancel under clause 10.1(a), We will not charge you anything and you will not have to make any payment to Us.
Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least thirty calendar days’ notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
We may cancel the contract for Services at any time with immediate effect by giving you written notice if:
you do not pay Us when you are supposed to as set out in clause 6.3. This does not affect Our right to charge you interest under clause 6.4; or
you break the contract in any other material way and you do not correct or fix the situation within fourteen days of Us asking you to in writing.
11. Information about us and how to contact us
We are Metropolis London Music Limited, a company registered in England and Wales under company number 07495435 and with our registered office and main trading address at The Power House, 70 Chiswick High Road, London W4 1SY. Our VAT number is 162 9455 88.
If you have any questions or if you have any complaints, please contact Us. You can contact Us by telephoning Our customer service team at (+44) 208 742 1111 or by e-mailing Us at firstname.lastname@example.org.
If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by e-mail, by hand, or by pre-paid post to Metropolis at The Power House, 70 Chiswick High Road, London W4 1SY. We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to Us in the Order.
12. How we may use your personal information
We will use the personal information you provide to Us to:
provide the Services;
process your payment for such Services; and
inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.
We will not give your personal data to any third party.
13. Other important terms
We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
This contract is between you and Us. No other person shall have any rights to enforce any of its terms.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
COMPETITIONS & PROMOTIONS
TERMS & CONDITIONS FOR COMPETITIONS
It’s important that you read these terms and conditions before entering any of our competitions.
1. All promotions run by or on behalf of Metropolis London Music Limited (“Metropolis”), whether on our website, through Social Media platforms, or elsewhere, are subject to these rules (the “Usual Promotion Rules”). In the event of conflict between the Usual Promotion Rules and any specific rules published for a particular promotion (“Specific Rules”), then unless otherwise expressly stated these Usual Promotion Rules shall prevail. By participating in any promotion, you are deemed to accept these Usual Promotion Rules and any applicable Specific Rules, together with any terms and conditions of any relevant third party.
2. Metropolis accept no liability for any promotion of a third party featured by Metropolis on our website (for example), such third party being responsible for the fulfilment of that promotion, and Metropolis accepts no responsibility or liability for any act or omission of the relevant third party promoter.
3. Unless expressly stated otherwise in the Specific Rules, promotions are restricted to residents of the United Kingdom, the Channel Islands and the Isle of Man aged 18 years or over, excluding employees of Metropolis and the promoter, their immediate families, their agents or anyone professionally connected to the relevant promotion. Proof of eligibility must be provided on request. Written parental/guardian consent is required where a promotion states that participants may be under the age of 18.
4. No purchase of any kind is necessary for free prize draws. Follow the directions and any Specific Rules for the relevant promotion as published by Metropolis on our website.
5. Failure to claim a gift, prize or other promotional item by the time or in the manner specified for the particular promotion will make any claim invalid. No responsibility is accepted for entries damaged, lost or mislaid and proof of posting/texting or emailing will not be accepted as proof of delivery or receipt. No applications will be accepted by agents, in bulk or from third parties. All reasonable endeavours will be made to contact the winner. If a winner cannot be contacted or is not available, Metropolis reserves the right to re-draw another winner from the correct entries which were received before the closing date.
6. Prizes, gifts and other promotional items are as described by Metropolis on our website or in Social Media, and there is no cash alternative. Unless otherwise stated in the Specific Rules, prizes will be for the winner only and will not include travel, accommodation, subsistence or any other additional considertation.
7. In the event of any dispute regarding the Usual Promotion Rules, the Specific Rules, conduct, results or any other matters relating to a Metropolis promotion, the decision of the senior management of Metropolis shall be final and no correspondence or discussion will be entered into. Metropolis reserves the right in their reasonable discretion: (a) to disqualify any claimant, competitor or nominee whose conduct is contrary to the spirit of the Usual Promotion Rules, any Specific Rules or the intention of the promotion and to declare as void any or all of their claims or entries based on such conduct; (b) to declare as void any claims or entries resulting from any printing, production and/or distribution errors (including but not limited to any error(s) on our website, Social Media and/or other printed materials) or where there has been error(s) in any aspect of the preparation for or conduct of the promotion materially affecting the result of the promotion or the number of claimants or the value of claims; (c) to add to or to waive any of these Usual Promotion Rules or any Specific Rules on reasonable notice; and/or (d) to cancel the promotion or any part of it at any stage in the event of circumstances beyond the reasonable control of Metropolis.
8. A promotion may also be declared void should a printing or production error in connection with the promotion appear on our website or Social Media.
9. In the event of there being more claims than prizes available in any category, and subject to the provisions of rules 7 and 8, the names of the valid claimants will go into a draw for those prizes.
10. Gifts, prizes and other promotional items are not transferable, may not be re-sold and are subject to availability. Metropolis reserves the right in their reasonable discretion to substitute any such gift, prize or item with a gift, prize or item of equal value.
11. Participants who have won prizes or who have qualified for a gift will be required to provide their delivery details to redeem their prize. Prizes will be sent via Royal Mail or such other carrier as we may select (at your risk) to the address given on your registration form. We accept no responsibility for any failure to delivery by Royal Mail or other carrier.
12. All entries must be made available if requested for the checking or verification of any claim. Unless otherwise stated in any Specific Rules, promotion entries will not be returned to you. Where relevant, you agree to assign to Metropolis any and all rights subsisting in any entries you make to a promotion.
13. In relation to prize draws and competitions, the prize winner(s) will be chosen from all qualifying entries (i) by an independent judge appointed by Metropolis or (ii) as otherwise stated otherwise in the Specific Rules. The prize winner(s) will be chosen within 28 days of the promotion closing date specified in the Specific Rules. Tie-breakers will be also be judged by an independent judge appointed by Metropolis or as otherwise stated in the Specific Rules.
14. Winners will be notified within 28 days of the relevant closing date, and names of winners of major promotions are available by sending an SAE to Metropolis Promotions, The Power House, 70 Chiswick High Road, London W4 1SY up to one month after the closing date of the relevant promotion.
15. Winners may be requested to take part in promotional activity and Metropolis reserves the right to use the names and addresses of winners, their photographs, audio and/or visual recordings of them and any media submitted by them in relation to any Metropolis promotion in any publicity. Winners must co-operate fully for publicity purposes if so required.
16. Any information submitted by you relating to a promotion must be personal and related specifically to you. You warrant that any information or material which you submit to Metropolis will not infringe the intellectual property, privacy or any other rights of any third party, and will not contain anything which is libellous, defamatory, obscene, indecent, harassing or threatening. Metropolis reserves the right, but not the obligation, to screen, filter and/or monitor information provided by you and to edit, refuse to distribute or remove such information.
18. Metropolis promotions are governed by English Law.
ADDITIONAL TERMS FOR PROMOTIONS THAT REQUIRE ENTRANTS TO SUBMIT IMAGES, VIDEOS OR OTHER MEDIA
In promotions that require entrants to submit images, videos or other media the following terms also apply:
19. Metropolis cannot accept any responsibility for any damage, loss, injury or disappointment suffered by any entrant entering the promotion or as a result of accepting any prize. Metropolis is not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, software failure of any email or failure of an entry to be received on account of technical problems or traffic congestion on the Internet, telephone lines or at any website, or any combination thereof, including any injury or damage to an entrant’s or any other person’s computer or mobile telephone related to or resulting from participation or downloading any materials in relation to the promotion.
20. The entrant is the individual submitting the media (ie the person who owns the mobile telephone or who can be reached at the relevant email address). If the person(s) whose image is captured in any images, videos or other media is different to the person submitting the media, the person featured in the image shall have no claim to the prize or any part thereof.
21. Entrants must ensure that any person or persons whose image has been used in the relevant promotion entry has given valid consent for the use of their image or has waived any rights they may have in the images, videos or other media submitted. Failure to adequately demonstrate this consent to the satisfaction of Metropolis may result in the entrant’s disqualification from the promotion and forfeiture of any prize.
22. In consideration of Metropolis granting entrants a right to enter the relevant promotion, each entrant automatically hereby grants to Metropolis an irrevocable, exclusive, royalty-free, world wide licence for the full period of copyright to use, alter, adapt or sub-licence such rights to any third party the images, videos or other media submitted by the entrant in respect of the relevant promotion, in any and all media. You agree to waive any moral rights you may have in the images, videos or other media submitted by you. Where relevant, you agree to assign to Metropolis any copyright subsisting in any entries you make to a promotion. All entries are published at our discretion.