BESPOKE AUDIO VISUALS

TERMS & CONDITIONS OF BUSINESS

Effective Date: 25/02/2024
Last Updated: 02/01/2026

Business Name: Bespoke Audio Visuals
Telephone: 02031 376060
Email: info@bespokeaudiovisuals.co.uk
Website: www.bespokeaudiovisuals.co.uk

These Terms & Conditions apply to contracts entered into on or after the Effective Date where they have been provided to or otherwise validly incorporated into the Customer's contract.

They do not retrospectively alter contracts entered into before the Effective Date unless BAV and the Customer expressly agree a lawful variation in writing.

1. DEFINITIONS

In these Terms:

"BAV" means Bespoke Audio Visuals, the trading name of the sole trader identified above.

"Customer" means the person, company, organisation or other entity purchasing goods or services from BAV.

"Consumer" means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession.

"Business Customer" means a Customer who is not a Consumer.

"Contract" means the agreement between BAV and the Customer comprising the accepted quotation, proposal, Maintenance Schedule or other agreed scope of work, together with these Terms and any agreed written variations.

"Equipment" means any equipment, cabling, hardware, software, accessories, components or infrastructure supplied, installed, configured or maintained by BAV.

"System" means an individual installation or a group of interconnected Equipment, cabling, networking infrastructure, software, programming and configurations.

"Services" includes installation, maintenance, servicing, repair, configuration, commissioning, fault-finding, remote support and associated works provided by BAV.

"Maintenance Agreement" means a Contract under which BAV agrees to provide maintenance or support services for a specified period.

"Maintenance Schedule" means the quotation, proposal or schedule identifying the systems covered, maintenance term, price, services, service limits and other applicable arrangements.

"Third Party" means any person or organisation other than BAV or somebody acting under BAV's authority in relation to the relevant work.

"Third-Party Interference" has the meaning set out in section 12.

2. APPLICATION AND ORDER OF PRECEDENCE

2.1. These Terms apply to BAV's supply of goods and Services to Consumers and Business Customers.

2.2. The exact goods and Services being supplied are those stated in the Customer's accepted quotation, proposal, Maintenance Schedule, invoice where applicable, or other written scope of works.

2.3. Where there is an inconsistency, the following order of precedence applies:

1. Any specifically negotiated written Contract signed or expressly accepted by BAV and the Customer;

2. The applicable quotation, proposal or Maintenance Schedule;

3. These Terms.

2.4. Nothing in these Terms excludes or restricts any right, remedy or liability which cannot lawfully be excluded or restricted.

2.5. Consumer statutory rights remain unaffected.

3. CONTRACT FORMATION AND ACCEPTANCE

3.1. Quotations are invitations to enter into a Contract and remain subject to BAV's acceptance.

3.2. A Contract may be formed when BAV accepts the Customer's instruction to proceed, including by:

• written or electronic acceptance;

• signing an agreement;

• expressly accepting by email;

• paying an agreed deposit after receiving the applicable contractual documents; or

• another method expressly agreed between BAV and the Customer.

3.3. BAV recommends that Customers retain the version of these Terms supplied with their quotation or Contract.

3.4. Each version of these Terms may carry an effective or revision date to establish which version applies.

3.5. For Consumers, information which legislation requires to form part of the Contract shall remain part of the Contract notwithstanding anything inconsistent in these Terms.

3.6. BAV may reasonably rely on instructions given by a person whom the Customer has identified, appointed or held out as authorised to act on the Customer's behalf.

3.7. The Customer is responsible for notifying BAV promptly if the authority of any representative changes.

4. QUOTATIONS AND SITE SURVEYS

4.1. Unless otherwise stated, quotations remain valid for 30 days from their date.

4.2. Quotations are based on the information reasonably available at the time.

4.3. Unless expressly stated otherwise, a site survey is visual and non-intrusive. BAV is not expected to identify concealed conditions which could not reasonably be identified during the survey.

4.4. Additional works may become necessary where BAV discovers matters including:

• concealed or damaged cabling;

• defective existing infrastructure;

• inaccessible routes;

• structural restrictions;

• unsuitable electrical supplies;

• defective network equipment;

• asbestos or other hazardous materials;

• third-party alterations;

• undocumented existing systems; or

• other conditions which could not reasonably have been identified beforehand.

4.5. Where additional chargeable work is required, BAV will seek Customer approval before carrying it out, except where immediate action is reasonably necessary to make the site or equipment safe.

4.6. An estimate is not a fixed quotation unless expressly stated to be fixed.

5. SCOPE OF WORK AND VARIATIONS

5.1. BAV is responsible only for the goods and Services included within the agreed scope.

5.2. Work outside the agreed scope is additional work.

5.3. Changes requested by the Customer may affect:

• price;

• equipment requirements;

• timescales;

• labour;

• commissioning;

• programming; and

• completion dates.

5.4. BAV will obtain agreement to material additional charges before proceeding where reasonably practicable.

5.5. Where a Customer instructs BAV to proceed with additional work after being informed that an additional charge will apply, that instruction may constitute acceptance of the variation.

5.6. BAV's attendance to investigate an issue, perform a goodwill adjustment or assist the Customer does not by itself constitute an admission that BAV is responsible for the issue.

6. CUSTOMER RESPONSIBILITIES

6.1. The Customer is responsible for providing BAV with safe, reasonable and timely access to the property and relevant working areas.

6.2. The Customer is responsible for obtaining all permissions required for the work, including where applicable permission from:

• the property owner;

• landlord;

• freeholder;

• managing agent;

• local authority;

• planning authority; or

• any other relevant person or body.

6.3. The Customer must disclose known hazards, including known asbestos, unsafe electrical installations, structural issues and concealed services which may affect the works.

6.4. Where BAV has informed the Customer that other works must be completed before BAV can continue, the Customer is responsible for ensuring those works are completed.

6.5. The Customer must provide accurate information concerning existing equipment, systems and known faults where reasonably requested.

6.6. The Customer is responsible for maintaining electricity, broadband, mobile connectivity and other services supplied by third-party utilities or telecommunications providers unless BAV has expressly contracted to provide them.

6.7. BAV may suspend work where conditions are unsafe or where continuing would risk damage to property or equipment.

6.8. Any resulting delay shall not be treated as delay caused by BAV where the circumstances were outside BAV's reasonable control.

7. CUSTOMER-SUPPLIED AND EXISTING EQUIPMENT

7.1. Where BAV is asked to install, configure, integrate or maintain equipment which BAV did not supply, BAV does not warrant:

• the quality of that equipment;

• its remaining service life;

• manufacturer support;

• its compatibility with other equipment; or

• pre-existing defects.

7.2. BAV remains responsible for damage directly caused by BAV's failure to exercise reasonable care and skill.

7.3. Additional labour required because Customer-supplied equipment is defective, incomplete, incorrectly specified or incompatible may be chargeable.

7.4. BAV may refuse to integrate equipment which it reasonably considers unsafe, unsuitable or technically incompatible.

8. INSTALLATION WORKS

8.1. BAV will perform installation Services with reasonable care and skill.

8.2. Installation work may reasonably involve:

• drilling;

• fixing equipment;

• routing cables;

• making penetrations;

• accessing cupboards, lofts and service areas;

• fitting containment;

• adjusting existing equipment; and

• other work reasonably required by the agreed installation.

8.3. Decorative or cosmetic making-good, including plastering, painting, wallpapering and specialist finishes, is excluded unless expressly included in the quotation.

8.4. BAV will take reasonable care when drilling or accessing concealed areas but cannot guarantee the absence of unidentified concealed services, voids, structural defects or other hidden conditions.

8.5. BAV is not responsible for a hidden condition which could not reasonably have been identified before work commenced, except to the extent that loss or damage was caused by BAV's negligence or breach of Contract.

9. COMPLETION, COMMISSIONING AND HANDOVER

9.1. BAV may test, configure and commission installed systems before handover.

9.2. BAV may create commissioning records, photographs, equipment lists, serial-number records and test results.

9.3. Where reasonably practicable, outstanding items identified at completion will be recorded.

9.4. The Customer should notify BAV promptly of any apparent issue following installation.

9.5. For Business Customers only, acceptance or use of an installation without notifying BAV of an apparent defect within a reasonable period may be taken into account when determining when the alleged issue arose. This does not exclude liability for latent defects or any liability which cannot lawfully be excluded.

9.6. Use of a system following handover does not remove any statutory rights applicable to a Consumer.

10. ALLEGED DEFECTS AND BAV'S OPPORTUNITY TO INSPECT

10.1. Where a Customer believes BAV's work is defective, incomplete or otherwise does not comply with the Contract, the Customer should notify BAV promptly in writing and provide reasonable details of the complaint.

10.2. BAV should be given a reasonable opportunity to inspect the alleged defect.

10.3. Where BAV is responsible for a defect, BAV will provide any repair, repeat performance, adjustment, replacement or other remedy required by the Contract or applicable law.

10.4. Except where urgent third-party intervention is reasonably required for safety, security or to prevent further damage, the Customer should not allow another contractor to materially alter, dismantle, repair, reconfigure or replace the disputed part of BAV's work before BAV has had a reasonable opportunity to inspect it.

10.5. Where another contractor materially alters the relevant equipment before BAV can inspect the original condition, BAV's ability to establish the original cause of the alleged defect may be affected.

10.6. BAV shall not be responsible for faults, damage or additional costs caused by subsequent third-party work.

10.7. BAV will not ordinarily reimburse the cost of third-party remedial works commissioned without BAV's prior agreement where BAV was not first given a reasonable opportunity to investigate and provide any remedy for which BAV was responsible, except where the Customer has a legal right to recover those costs.

10.8. Where emergency third-party intervention is necessary, the Customer should where reasonably practicable retain photographs, reports, removed components or other evidence showing the condition before alteration.

10.9. Nothing in this section restricts statutory rights or prevents reasonable emergency action.

11. WORKMANSHIP WARRANTY

11.1. Unless otherwise expressly agreed in writing, BAV provides a 12-month contractual workmanship warranty commencing on completion of the relevant installation.

11.2. The workmanship warranty covers defects directly attributable to BAV's workmanship.

11.3. Manufacturer warranties may separately apply to Equipment supplied by BAV and remain subject to the applicable manufacturer's conditions.

11.4. BAV's contractual workmanship warranty does not cover faults or damage caused or contributed to by:

• misuse;

• negligence by persons other than BAV;

• accidental damage;

• flooding, fire or water ingress not caused by BAV;

• external electrical faults or power surges not caused by BAV;

• pest damage;

• building works;

• network alterations;

• third-party repair or modification;

• unauthorised programming or software changes;

• changes to passwords, administrator accounts or configurations;

• failure of third-party internet, cloud or telecommunications services; or

• other circumstances outside BAV's responsibility.

11.5. Any exclusion applies only to the extent that the relevant event caused or contributed to the fault.

11.6. Interference with one component does not automatically cancel warranty protection for unrelated equipment.

11.7. Where interference materially affects an interconnected System, BAV may require inspection and recommissioning before confirming what parts of the System remain supportable under warranty.

11.8. Nothing in this section limits a Consumer's statutory rights.

12. THIRD-PARTY INTERFERENCE AND ALTERATIONS

12.1. The Customer is free to appoint other contractors. However, BAV cannot accept responsibility for work performed by persons outside BAV's control.

12.2. For the purposes of these Terms, Third-Party Interference includes the alteration, disconnection, movement, removal, replacement, repair, resetting, reprogramming, rewiring, recommissioning or reconfiguration of any part of a System by a person other than BAV without BAV's involvement or prior agreement.

12.3. This includes, without limitation, interference with:

• cabling;

• cable terminations;

• CCTV cameras;

• recorders and storage devices;

• alarm panels;

• detectors and sensors;

• sirens;

• intercoms;

• access-control equipment;

• locks and entry equipment;

• wireless access points;

• mesh networking equipment;

• routers;

• switches;

• data cabinets;

• 4G or 5G equipment;

• satellite equipment;

• power supplies;

• PoE equipment;

• firmware;

• software;

• programming;

• network addressing;

• administrator credentials;

• cloud accounts;

• remote-access configurations; and

• supporting infrastructure forming part of or affecting the System.

12.4. Where Third-Party Interference causes or contributes to a fault, loss of functionality, instability, security concern or reduction in performance, that resulting condition shall not be treated as a defect in BAV's original workmanship.

12.5. BAV is not responsible for establishing, repairing or reversing Third-Party Interference without charge.

12.6. Where Third-Party Interference materially compromises the integrity, safety, reliability or maintainability of an interconnected System, BAV may suspend warranty, maintenance or technical support for the affected System to the extent reasonably necessary pending inspection and rectification.

12.7. Suspension under this section shall not automatically affect unrelated systems which remain capable of being safely supported.

12.8. BAV may require:

• inspection;

• diagnostics;

• testing;

• repair;

• reconfiguration;

• replacement;

• recommissioning; or

• establishment of a new technical baseline

before accepting affected equipment back into warranty or maintenance support.

12.9. Work required because of Third-Party Interference may be chargeable and will be agreed with the Customer before chargeable work is undertaken.

12.10. BAV is not liable for losses caused by Third-Party Interference except to the extent BAV itself caused or contributed to the relevant loss through breach of Contract or negligence.

13. THIRD-PARTY WORK DURING A DISPUTE

13.1. The appointment of another contractor does not itself prove that BAV's work was defective.

13.2. Reports, opinions, quotations or invoices issued by another contractor will be considered where relevant but do not bind BAV as to the cause of an alleged fault.

13.3. BAV reserves the right to inspect and reach its own technical conclusions.

13.4. Where another contractor has materially modified the installation before BAV can inspect it, BAV may be unable to verify the original condition or determine the original cause of an issue.

13.5. BAV's attendance after another contractor has worked on a System does not constitute acceptance of responsibility for that contractor's work.

13.6. Any goodwill assistance offered by BAV does not constitute an admission of liability unless BAV expressly states otherwise in writing.

14. MAINTENANCE AGREEMENTS

14.1. Maintenance Services are provided only where expressly agreed.

14.2. The Maintenance Schedule should identify:

• the covered System or Systems;

• the maintenance term;

• the price;

• included support;

• included visits;

• call-out allowances;

• service hours;

• response targets;

• exclusions; and

• any special terms.

14.3. Maintenance fees may reflect more than physical attendance and may include:

• technical support availability;

• engineer availability and capacity planning;

• remote diagnostics;

• monitoring infrastructure;

• preventative maintenance;

• administration;

• system records;

• service planning;

• call-out availability;

• stock or loan-equipment provision where applicable; and

• other Services stated in the Maintenance Schedule.

14.4. The fact that a Customer does not use every available service during a maintenance period does not by itself entitle the Customer to a refund.

14.5. No service shall be treated as unlimited unless expressly described as such in the Maintenance Schedule.

14.6. Where a service is described as unlimited but is subject to an expressly stated fair-use limit, that fair-use limit forms part of the Contract.

14.7. BAV recommends that future Maintenance Schedules state a precise call-out allowance rather than relying solely on the word "unlimited".

14.8. Replacement parts, consumables, upgrades and equipment are excluded unless expressly included.

14.9. Existing or third-party equipment may require inspection before BAV accepts it into maintenance.

15. SERVICE LEVELS, MONITORING AND EMERGENCY SUPPORT

15.1. Response times are targets unless expressly identified in writing as guaranteed service levels.

15.2. BAV does not provide continuously staffed 24-hour emergency response unless expressly stated and purchased.

15.3. Where monitoring is included, the applicable Maintenance Schedule shall identify whether monitoring consists of:

• automated fault notifications;

• periodic remote checks;

• business-hours monitoring; or

• another defined service.

15.4. References to remote monitoring do not mean that every fault, security incident, outage or connectivity failure is guaranteed to be detected.

15.5. Loan equipment is subject to:

• availability;

• compatibility;

• equipment type; and

• the applicable Maintenance Schedule.

15.6. BAV does not guarantee that an identical loan device will always be available.

16. MAINTENANCE SUSPENSION FOLLOWING THIRD-PARTY INTERFERENCE

16.1. Where Third-Party Interference makes an affected System unsafe, unstable, unserviceable or technically unreasonable for BAV to continue supporting, BAV may temporarily suspend the affected maintenance service.

16.2. BAV will, where reasonably practicable, explain:

• what has been identified;

• which System is affected;

• why support is being suspended; and

• what action is required before support can resume.

16.3. Where urgent suspension is not reasonably necessary, BAV will provide appropriate notice.

16.4. A Customer-caused or Third-Party-caused suspension does not constitute a refusal by BAV to perform the Contract where BAV remains ready and willing to resume the affected Services once the System is returned to a reasonably supportable condition.

16.5. Maintenance for unaffected Systems shall continue where it can reasonably be provided independently.

16.6. Where the Customer elects not to restore an affected System, that decision does not automatically convert the bundled Maintenance Agreement into separately priced individual maintenance contracts.

17. REINSTATEMENT AND RECOMMISSIONING

17.1. Where an affected System requires reinstatement following Third-Party Interference, building works or other Customer-arranged works, BAV may require a recommissioning visit.

17.2. Recommissioning may include:

• inspection;

• testing;

• fault-finding;

• reconnection;

• reconfiguration;

• firmware review;

• network review;

• replacement of damaged components;

• reprogramming; and

• updating BAV's technical records.

17.3. Reinstatement or recommissioning work required because of circumstances outside BAV's responsibility is not automatically included within an existing maintenance fee.

17.4. Any additional chargeable work will be agreed beforehand.

17.5. Maintenance cover for the affected System will resume when BAV has reasonably established that the System is safe, functional and suitable for support.

17.6. BAV may record a new commissioning or technical baseline following reinstatement.

18. CUSTOMER RESPONSIBILITY TO ARRANGE RETURN VISITS

18.1. Where BAV has informed the Customer that BAV will return after building works, electrical works, decorative works or other preparatory works have been completed, the Customer is responsible for notifying BAV when the site is ready.

18.2. Unless BAV expressly agrees otherwise, BAV is not responsible for:

• monitoring the progress of the Customer's building works;

• monitoring another contractor;

• repeatedly contacting the Customer to ask whether works are complete; or

• independently determining whether the property is ready for BAV's return.

18.3. The Customer should notify BAV in writing once the required works are complete and access can be provided.

18.4. BAV will then arrange attendance within a reasonable time having regard to engineer availability, urgency and any applicable Maintenance Schedule.

18.5. BAV is not responsible for delay directly caused by the Customer failing to tell BAV that the site is ready.

18.6. Unless otherwise agreed, a Maintenance Agreement does not automatically pause or extend while BAV is waiting for the Customer to complete preparatory works or request reinstatement.

18.7. Nothing in this section removes an outstanding obligation which BAV is legally required to perform.

19. FIXED-TERM AND PREPAID MAINTENANCE AGREEMENTS

19.1. A Maintenance Agreement may be entered into for a fixed term, including a multi-year period.

19.2. Where the Maintenance Schedule states that a discounted rate is being provided in return for:

• advance payment;

• a multi-year commitment;

• a fixed contractual term; or

• a combination of those factors,

the Customer acknowledges that the discounted price reflects that commercial commitment.

19.3. Where maintenance is sold as a comprehensive or bundled package covering multiple Systems, the package price is not deemed to be divided equally between those Systems unless the Maintenance Schedule expressly allocates individual prices.

19.4. Temporary inability to maintain one System because of Customer-caused circumstances or Third-Party Interference does not automatically entitle the Customer to divide the total package fee by the number of covered Systems and claim that percentage as a refund.

19.5. Where BAV remains ready and willing to:

• provide unaffected Services;

• provide applicable telephone or remote support; and

• reinstate the affected System once it is returned to a supportable condition,

a suspension caused by the Customer or a Third Party shall not automatically give rise to a pro-rata refund, credit or contract extension.

19.6. This section does not prevent a Customer from exercising any remedy which the Customer is legally entitled to exercise because of BAV's own breach.

20. MULTI-YEAR DISCOUNTS AND EARLY TERMINATION

20.1. Where BAV offers both:

• a standard non-discounted price; and

• a discounted fixed-term or prepaid price,

both prices should be stated in or before the applicable Maintenance Agreement where the discount may be relevant to early termination.

Business Customers

20.2. Where a Business Customer terminates a discounted fixed-term Maintenance Agreement early otherwise than because of BAV's material breach, BAV may, where the Maintenance Schedule expressly provides for it:

• recalculate Services already provided using the stated standard non-discounted rate;

• take account of discounts conditional upon completion of the full term;

• recover reasonable non-recoverable expenditure;

• recover other direct losses caused by the early termination; and

• deduct costs or expenditure saved because the Contract ended early.

20.3. BAV shall not recover the same loss twice.

Consumers

20.4. Any amount retained or charged following early termination by a Consumer must be fair, proportionate and lawful.

20.5. BAV may take account of Services already supplied and reasonable losses or costs legally recoverable as a result of the termination, while taking account of savings resulting from the Contract ending early.

20.6. BAV will not impose an unlawful penalty or automatically forfeit all unused prepaid sums where the law requires a refund.

21. CALL-OUTS AND OUT-OF-HOURS ATTENDANCE

21.1. Included call-outs are limited to those specified in the applicable Maintenance Schedule.

21.2. Unless expressly included, out-of-hours, evening, weekend, bank-holiday or emergency attendance may be separately chargeable.

21.3. Where reasonably practicable, BAV will advise the Customer of the applicable charge before attending.

21.4. An attendance may be separately chargeable where the issue is caused by:

• Third-Party Interference;

• building works;

• misuse;

• damaged equipment outside BAV's responsibility;

• Customer network changes;

• loss of third-party internet or cloud services;

• Customer-supplied equipment; or

• circumstances otherwise outside the Maintenance Agreement.

21.5. Where a fault is BAV's responsibility under an applicable warranty or statutory obligation, BAV will not charge the Customer for a remedy which BAV is legally required to provide without charge.

22. ABORTIVE VISITS

22.1. BAV may charge a reasonable abortive attendance fee where an agreed visit cannot proceed because:

• access is not provided;

• the Customer or representative is unavailable when attendance was required;

• previously identified preparatory works have not been completed;

• the site is unsafe;

• required third-party equipment is unavailable; or

• information provided to BAV was materially inaccurate.

22.2. Such charges must have been disclosed or otherwise contractually agreed where required by law.

23. PARKING, CONGESTION, ULEZ, TOLLS AND SITE COSTS

23.1. Unless expressly included in the quotation, reasonable site-specific access costs may be charged to the Customer where agreed or properly disclosed.

23.2. These may include:

• parking charges;

• parking permits;

• congestion charges;

• ULEZ or equivalent road-user charges;

• tolls;

• building access charges; and

• other unavoidable site-specific costs.

23.3. BAV will not add such charges contrary to any price already agreed as inclusive.

24. NETWORKS, INTERNET AND CONNECTIVITY

24.1. Networked equipment may depend upon third-party infrastructure including:

• broadband;

• mobile networks;

• cloud servers;

• DNS;

• electricity supply;

• manufacturer servers; and

• third-party applications.

24.2. BAV does not control those services unless expressly stated otherwise.

24.3. BAV cannot guarantee uninterrupted availability of independently operated services.

24.4. Changes to routers, firewalls, IP addressing, passwords, VLANs, switches, access points or internet providers can affect connected BAV equipment.

24.5. The Customer must notify BAV of material network changes which may affect equipment under maintenance.

24.6. Restoring Services following Customer or third-party network changes may be chargeable.

25. MANUFACTURER SERVICES, CLOUD SERVICES AND OBSOLESCENCE

25.1. Some systems depend on manufacturers or independent technology providers.

25.2. Such providers may:

• discontinue products;

• withdraw cloud services;

• modify applications;

• alter subscription charges;

• change APIs;

• cease firmware updates; or

• declare equipment end-of-life.

25.3. BAV is not responsible for decisions taken by an independent manufacturer or service provider.

25.4. Where a third-party service change requires replacement or upgrade of Equipment, BAV will discuss available options with the Customer.

25.5. BAV does not guarantee indefinite compatibility of Equipment with future third-party products, software or services.

26. REMOTE ACCESS, PASSWORDS AND CYBERSECURITY

26.1. Remote support may require remote access to relevant Systems.

26.2. The Customer authorises such access where remote support has been requested or included within the applicable Contract.

26.3. BAV will take reasonable steps to protect credentials and remote-access information within its control.

26.4. The Customer is responsible for credentials and accounts under the Customer's control.

26.5. Changes to:

• passwords;

• administrator accounts;

• multi-factor authentication;

• router settings;

• firewall settings;

• cloud accounts; or

• remote-access software

may prevent BAV from providing remote support.

26.6. BAV shall not be treated as failing to provide remote support where the Customer or another party has removed or prevented the access reasonably necessary to provide that support.

26.7. No security or network system can be guaranteed to be immune from every cyberattack, software vulnerability or unauthorised access.

26.8. Nothing in this section reduces BAV's duty to exercise reasonable care and skill or comply with applicable data protection obligations.

27. CCTV, ALARMS AND SECURITY SYSTEMS

27.1. CCTV, alarm, access-control and security Systems are intended to assist with monitoring, detection, deterrence and recording.

27.2. No security System can guarantee the prevention of:

• burglary;

• theft;

• trespass;

• vandalism;

• unauthorised access;

• damage; or

• other criminal or security events.

27.3. The Customer remains responsible for operating the System appropriately.

27.4. Where the Customer is the controller of CCTV footage or other personal data, the Customer is responsible for meeting the legal obligations applicable to that role.

27.5. Police response, professional alarm monitoring or guaranteed emergency attendance is included only where expressly agreed.

27.6. BAV does not guarantee that recorded footage will exist for every incident where factors outside BAV's control prevent recording, including equipment damage, power loss, storage failure, Third-Party Interference or changes made after installation.

28. DATA PROTECTION AND TECHNICAL RECORDS

28.1. BAV may create and retain reasonable records relating to work undertaken, including:

• photographs of installations;

• photographs of faults or damage;

• equipment serial numbers;

• configuration information;

• test results;

• commissioning records;

• engineer reports;

• maintenance records;

• support records;

• quotations;

• invoices; and

• correspondence.

28.2. Such records may be used where appropriate for:

• providing Services;

• technical support;

• warranty administration;

• maintenance;

• quality control;

• security;

• insurance purposes;

• complaint handling;

• debt recovery;

• dispute resolution; and

• the establishment, exercise or defence of legal claims.

28.3. Personal data shall be processed in accordance with applicable data protection legislation and BAV's Privacy Policy.

28.4. Technical photographs should, where reasonably practicable, focus on the installation or relevant work rather than unrelated personal information.

29. CCTV FOOTAGE AND EVIDENCE EXTRACTION

29.1. Where BAV is asked to retrieve CCTV footage, BAV acts on the instructions of the Customer or another person reasonably authorised to give those instructions.

29.2. The Customer is responsible for confirming that disclosure or use of footage is lawful unless BAV has separately agreed to advise on that issue.

29.3. BAV may assist with police or insurance requests where included within the applicable Maintenance Agreement.

29.4. BAV does not guarantee that requested footage remains available where it has already been overwritten, deleted or rendered inaccessible through circumstances outside BAV's control.

30. PRICES AND PAYMENT

30.1. Prices are as stated in the quotation, proposal, invoice or other agreed Contract.

30.2. VAT will be dealt with as applicable to BAV's tax status and the relevant transaction.

30.3. Deposits may be required before:

• equipment is ordered;

• labour is booked;

• bespoke work begins; or

• installation dates are reserved.

30.4. Payment deadlines are those stated on the applicable invoice or Contract.

30.5. The Customer should notify BAV promptly of any genuine invoice dispute.

30.6. BAV may suspend further Services for undisputed overdue amounts after giving appropriate notice, subject to applicable law.

Business Customers

30.7. BAV may charge statutory interest and compensation on qualifying commercial debts where entitled to do so under the Late Payment of Commercial Debts legislation.

30.8. A Business Customer must pay undisputed sums when due and may not withhold an unrelated undisputed payment solely because a separate issue is being discussed.

Consumers

30.9. Nothing in these Terms prevents a Consumer from exercising any lawful right to withhold payment, seek a remedy or dispute a charge.

31. DEPOSITS AND SPECIAL-ORDER EQUIPMENT

31.1. Where equipment has been ordered specifically for a Customer, BAV may incur supplier, delivery, restocking or other non-recoverable costs.

31.2. For Business Customers, such properly incurred costs may be deductible from deposits or otherwise recoverable following cancellation where the Contract permits.

31.3. For Consumers, cancellation and refund rights will be determined by applicable consumer law.

31.4. No provision in these Terms converts a refundable Consumer payment into a non-refundable payment where the law requires a refund.

32. OWNERSHIP AND RISK IN EQUIPMENT

32.1. Unless otherwise agreed, ownership of Equipment supplied by BAV shall not pass to a Business Customer until BAV has received payment in full for that Equipment, to the extent permitted by law.

32.2. Risk in Equipment passes in accordance with the applicable Contract and law.

32.3. This section does not permit BAV to remove installed goods in circumstances where removal would be unlawful.

32.4. Consumer ownership and risk rights remain subject to applicable consumer law.

33. CONSUMER CANCELLATION RIGHTS

33.1. Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or successor legislation gives a Consumer a statutory right to cancel a distance or off-premises Contract, BAV will honour that right.

33.2. Where applicable, the normal cancellation period is 14 days, calculated in accordance with the relevant legislation.

33.3. Where the Consumer expressly requests that BAV begins providing Services during a statutory cancellation period, the Consumer may be required to pay a proportionate amount for Services properly provided before cancellation where the legal requirements for such payment have been met.

33.4. A Consumer does not lose a statutory cancellation right merely because performance of a service has started.

33.5. Where permitted by law, the cancellation right for a service may be lost once that service has been fully performed where:

• the Consumer expressly requested early performance; and

• the Consumer gave the acknowledgement required by law.

33.6. Consumer cancellation rights may differ for goods and for services and may be subject to statutory exceptions.

33.7. Where BAV is required to provide statutory cancellation information or a cancellation form, this will be supplied in the manner required by law.

33.8. Nothing in this section affects rights arising because goods or Services are faulty or do not conform to the Contract.

34. REQUEST TO START DURING A CONSUMER CANCELLATION PERIOD

Where applicable, BAV should obtain the Consumer's express request before beginning Services during a statutory cancellation period.

Suggested wording is:

"I expressly request Bespoke Audio Visuals to begin providing the Services before the end of my statutory cancellation period. I understand that if I cancel after Services have begun, I may have to pay for the Services supplied up to cancellation where the law permits. I also understand that, where legally applicable, I may lose the right to cancel once the service has been fully performed."

The Customer's request should be recorded in writing or another legally appropriate durable form where required.

35. BUSINESS CUSTOMER CANCELLATION

35.1. Business Customers do not have a general statutory 14-day consumer cooling-off right.

35.2. Cancellation by a Business Customer is governed by the applicable Contract.

35.3. Where a Business Customer cancels after BAV has:

• ordered equipment;

• reserved labour;

• incurred supplier costs;

• undertaken design work;

• commenced Services; or

• committed resources,

BAV may recover reasonable losses and costs arising from that cancellation to the extent permitted by law and the Contract.

35.4. BAV must take reasonable account of expenditure saved because the Contract did not proceed.

35.5. Fixed Term and Early Termination – Business Customers

Where the Customer enters into a Maintenance Agreement for a specified Minimum Term, the Agreement shall continue for that Minimum Term unless terminated in accordance with these Terms.

Pricing applicable to a fixed-term Maintenance Agreement may incorporate a discount or preferential commercial rate granted in consideration of the Customer's commitment for the entirety of the Minimum Term.

The Customer shall have no right to terminate the Agreement for convenience during the Minimum Term unless Bespoke Audio Visuals agrees otherwise in writing.

Where Bespoke Audio Visuals agrees, at its sole discretion, to accept an early termination requested by the Customer, Bespoke Audio Visuals may require payment of an Early Termination Amount reflecting the remaining contractual charges, any discount granted by reason of the Minimum Term, committed costs and other losses arising from the early termination, less any costs reasonably saved as a consequence of the termination.

Fees paid in advance are attributable to the contracted Minimum Term and shall not automatically become refundable merely because the Customer chooses not to make use of some or all of the contracted services during that term.

Nothing in this clause prevents either party from exercising any right to terminate arising from a material breach of contract which remains unremedied following reasonable written notice.

36. TERMINATION BY BAV

36.1. Subject to applicable law, BAV may terminate or suspend a Contract where the Customer:

• materially fails to pay undisputed amounts;

• repeatedly refuses reasonable access;

• creates unsafe working conditions;

• materially breaches the Contract;

• subjects BAV personnel to threatening, abusive or unlawful behaviour;

• permits Third-Party Interference which makes continued performance materially impossible or unreasonable; or

• otherwise prevents BAV from performing a material part of the Contract.

36.2. Where the breach is capable of remedy and immediate action is not reasonably necessary, BAV will normally provide reasonable written notice and an opportunity to remedy it.

36.3. Termination does not affect rights and liabilities already accrued.

36.4. Any prepaid sums following termination will be dealt with in accordance with the Contract and applicable law.

37. EFFECT OF TERMINATION OF MAINTENANCE

37.1. Following termination, BAV is not required to continue maintenance or support after the effective termination date.

37.2. Any BAV-owned loan equipment must be returned within the agreed period.

37.3. Remote access maintained solely for the provision of Services may be withdrawn.

37.4. The Customer remains responsible for payment properly due for Services already provided and other sums lawfully recoverable.

37.5. Any refund due will take account of amounts lawfully payable to BAV.

38. DELAYS AND EVENTS OUTSIDE BAV'S CONTROL

38.1. BAV is not responsible for delay or failure caused by circumstances outside BAV's reasonable control.

38.2. Such circumstances may include:

• supplier shortages;

• manufacturer delays;

• severe weather;

• utility failures;

• telecommunications failures;

• industrial action;

• restricted site access;

• building works;

• Customer delays;

• delays by Customer-appointed contractors;

• unforeseen property conditions; or

• failure of external infrastructure.

38.3. BAV will take reasonable steps to minimise the effect of significant delays.

38.4. This section does not exclude any right which cannot lawfully be excluded.

39. INSURANCE

39.1. BAV maintains Public Liability Insurance appropriate to its business activities.

39.2. Insurance coverage is subject to the applicable insurer's:

• terms;

• limits;

• conditions; and

• exclusions.

39.3. A statement that BAV maintains insurance does not create additional insurance coverage or contractual rights beyond those arising under the Contract or law.

39.4. Nothing in this section limits BAV's legal responsibilities.

40. LIABILITY — CONSUMERS

40.1. BAV is responsible for performing Services with the standard required by applicable consumer law.

40.2. Nothing in these Terms excludes or restricts liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation;

• breach of rights which cannot lawfully be excluded;

• BAV's obligation to exercise reasonable care and skill; or

• any other liability which legislation prevents BAV from excluding.

40.3. BAV is not responsible for loss caused solely by:

• Customer misuse;

• Third-Party Interference;

• Customer-appointed contractors;

• external infrastructure failure;

• unauthorised modification; or

• other circumstances outside BAV's responsibility.

40.4. This section does not exclude BAV's liability to the extent BAV itself caused or contributed to the relevant loss.

40.5. Nothing in these Terms restricts a Consumer's right to an appropriate statutory remedy where BAV is in breach.

41. LIABILITY — BUSINESS CUSTOMERS

41.1. Nothing in these Terms excludes liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation; or

• any liability which cannot lawfully be excluded or restricted.

41.2. Subject to section 41.1 and to the extent permitted by law, BAV shall not be liable to a Business Customer for:

• loss of profit;

• loss of revenue;

• loss of anticipated savings;

• loss of business;

• loss of opportunity;

• loss of goodwill; or

• indirect or consequential loss,

except where such exclusion would be unlawful or unreasonable.

41.3. Subject to section 41.1, BAV's aggregate liability to a Business Customer arising out of or in connection with a particular Contract shall, to the extent permitted by law and subject to any applicable reasonableness requirement, not exceed the total charges paid or payable to BAV under that Contract.

41.4. Where the quotation or a separately negotiated Business Contract expressly provides a different liability cap, that agreed cap shall apply instead.

41.5. BAV shall not be liable for loss caused by Third-Party Interference, Customer misuse or external infrastructure failure except to the extent BAV itself caused or contributed to that loss.

41.6. Each party must take reasonable steps to mitigate losses arising from a breach.

42. DATA, CONFIGURATIONS AND BACKUPS

42.1. Unless expressly included, BAV is not contracted to provide general data-backup services.

42.2. Customers should maintain appropriate backups of important business or personal data.

42.3. BAV may retain System configuration backups where reasonably necessary for support, subject to applicable data protection and security requirements.

42.4. BAV cannot guarantee recovery of data or configurations lost because of:

• failed storage devices;

• Customer deletion;

• Third-Party Interference;

• factory resets;

• manufacturer failures; or

• events outside BAV's control.

42.5. This section does not exclude liability where loss is directly caused by BAV's negligence or breach.

43. INTELLECTUAL PROPERTY

43.1. BAV retains ownership of its pre-existing intellectual property, including its own:

• designs;

• drawings;

• templates;

• technical proposals;

• specifications;

• documents; and

• proprietary methods.

43.2. Following payment of sums properly due, the Customer may use documents supplied by BAV for the operation and reasonable maintenance of the Customer's own installation.

43.3. The Customer may not represent BAV's proprietary material as the Customer's own.

43.4. Where the Customer provides BAV's design or specification to another installer, BAV is not responsible for that third party's interpretation, implementation or performance.

44. CONFIDENTIALITY

44.1. Each party shall take reasonable steps to protect confidential information obtained through the Contract.

44.2. BAV may disclose confidential information where reasonably necessary to:

• employees or subcontractors providing the Services;

• insurers;

• professional advisers;

• courts;

• regulators;

• law-enforcement authorities; or

• another person where disclosure is required by law.

44.3. Nothing in these Terms obliges BAV to disclose proprietary internal records, trade secrets or supplier-confidential information unless legally required.

45. SUBCONTRACTORS

45.1. BAV may use appropriately skilled subcontractors where reasonably required.

45.2. BAV remains responsible to the Customer for BAV's contractual obligations notwithstanding the use of a subcontractor.

46. COMPLAINTS

46.1. Customers should send complaints to:

Email: info@bespokeaudiovisuals.co.uk

46.2. The complaint should include, where reasonably possible:

• the Customer's name;

• property or project address;

• description of the issue;

• relevant dates; and

• photographs or other supporting information.

46.3. BAV will investigate complaints reasonably and may request access to inspect the relevant work.

46.4. The Customer should preserve relevant evidence where reasonably practicable while a complaint is being investigated.

46.5. BAV may communicate through its insurers, legal advisers or technical experts where appropriate.

47. DISPUTE RESOLUTION

47.1. The parties should attempt to resolve disputes through reasonable written communication before commencing legal proceedings where appropriate.

47.2. Nothing in this section prevents either party from commencing proceedings where necessary, including where a limitation period, urgent injunction or other urgent legal remedy is relevant.

47.3. Where applicable consumer law requires BAV to provide information concerning an Alternative Dispute Resolution provider or process, BAV will comply with that requirement.

47.4. BAV is not obliged to submit to a particular voluntary ADR procedure unless BAV has agreed or is legally required to do so.

48. NO WAIVER

48.1. If BAV does not immediately enforce a contractual right, that does not mean BAV has waived that right.

48.2. A waiver applies only to the specific matter for which it was given unless expressly stated otherwise.

48.3. A goodwill concession does not create an ongoing obligation to make the same concession again.

49. ENTIRE AGREEMENT — BUSINESS CUSTOMERS

49.1. For Business Customers, the Contract constitutes the agreement between the parties concerning the relevant Services and supersedes previous proposals or discussions to the extent lawfully permitted.

49.2. Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

49.3. Nothing in this section prevents an expressly agreed written variation from becoming part of the Contract.

49.4. This section does not apply so as to exclude a statement which the law requires to be binding.

50. ASSIGNMENT

50.1. The Customer may not transfer a Business Contract to another party without BAV's written consent, such consent not to be unreasonably withheld where appropriate.

50.2. Consumer rights concerning assignment remain unaffected.

50.3. BAV may assign amounts owed to it or transfer the Contract as part of a lawful transfer of its business, subject to applicable law and without reducing a Consumer's contractual rights.

51. NOTICES AND COMMUNICATION

51.1. Routine contractual communications may be sent by email.

51.2. The Customer is responsible for keeping contact details reasonably up to date.

51.3. Nothing in this section restricts any statutory method by which a Consumer may exercise a cancellation or other legal right.

51.4. Formal legal documents may be served in accordance with applicable law.

52. CHANGES TO THESE TERMS

52.1. BAV may update these Terms for future Contracts.

52.2. Updated website Terms do not automatically alter a Contract already entered into.

52.3. A variation to an existing Contract is effective only where validly agreed in accordance with the Contract and applicable law.

52.4. BAV should retain previous versions of these Terms for record-keeping purposes.

53. SEVERABILITY

53.1. If a provision of these Terms is found unlawful or unenforceable, that provision shall be treated as modified or severed to the minimum extent necessary where legally permissible.

53.2. The remaining provisions shall continue in effect.

54. THIRD-PARTY RIGHTS

54.1. Unless expressly stated otherwise, a person who is not a party to the Contract has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

54.2. This section does not affect rights which exist independently of that Act.

55. GOVERNING LAW AND JURISDICTION

55.1. These Terms and the Contract are governed by the law of England and Wales.

55.2. For Business Customers, the courts of England and Wales shall have jurisdiction, subject to any separately agreed dispute-resolution provision.

55.3. Nothing in this section deprives a Consumer of any mandatory protection or jurisdictional right available under applicable law.

56. STATUTORY RIGHTS

56.1. Nothing in these Terms excludes or restricts statutory rights which cannot lawfully be excluded or restricted.

56.2. In particular, where applicable, Consumers are entitled to Services performed with reasonable care and skill and to the remedies provided by consumer law.

56.3. Where any provision of these Terms conflicts with a mandatory statutory right, the statutory right shall prevail.

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BESPOKE AUDIO VISUALS
Telephone: 02031 376060
Email: info@bespokeaudiovisuals.co.uk
Website: www.bespokeaudiovisuals.co.uk