VideoSmart – Personalised Video for Marketing Cloud

1. These standard conditions of contract (the "Terms") shall be deemed as validly incorporated between VIDEOSMART, and any company procuring goods and/or services (the "Customer") from VIDEOSMART##(VIDEOSMART and Customer collectively the "Parties"). In addition to the quoted price for goods and/or services, the Terms together with the Statement of Work ("SOW") shall form the entire##agreement between VIDEOSMART and the Customer ("the Contract") to the entire exclusion of any other terms provided by the Customer during the course of dealing and/or any implied terms provided by##statute. For the avoidance of any doubt, the Customer’s instruction to VIDEOSMART to provide goods and/or services, whether oral or written, shall be deemed as the Customer’s unequivocal acceptance of##the Terms and the mutual termination of any and all other terms that may be in existence at that time. The provisions of this clause 1 shall not apply where a written contract has been signed by both Parties##and is in force at the time goods and/or services are requested. For the avoidance of doubt, VIDEOSMART does not warrant that the services provided via the internet will be uninterrupted or error free.####2. Tax. All quotations shall be subject to VAT at the prevailing rate, save for any goods and/or services that are identified as zero-rated in accordance with the then current VAT rules published by Her Majesty’s##Revenue and Customs.####3. Intellectual Property. Nothing in the Contract shall be construed to convey or transfer any ownership of proprietary interest in any confidential information or other intellectual property right which is subject to##the Contract, other than where the owner of such property has specifically agreed in writing to the transfer of such ownership or proprietary interest. Unless otherwise agreed in writing by the Parties, the##copyright and all intellectual property rights in all of the text, images, videos and other content created by VIDEOSMART in the course of providing the goods/out and/or services shall remain vested in##VIDEOSMART. The Customer warrants that it is the owner or licensee of all its logos, text, images, videos and any other content ("Customer Material") supplied by the Customer to VIDEOSMART for the##provision of the goods and/or services.####4. Data Protection. If VIDEOSMART receives personal data from the Customer or the Customer’s nominated third party, VIDEOSMART shall act as a Data Processor, the Customer shall be the Data Controller##and both Parties shall comply with the General Data Protection Regulation 2016/679 (GDPR) and any amendment or re-enactment of the same. The Customer warrants that it has obtained the necessary##consents (and will obtain updated consent as and when required at law) for use of any such personal data by VIDEOSMART in the provision of goods and/or services and shall on VIDEOSMART’S’s request##provide reasonable evidence of such consent.####5. Law. The Terms shall be interpreted and construed in accordance with the laws of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts. No person who is not##a Party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the Terms in whole or in part. If any part of the Terms is held by a court of competent##jurisdiction to be invalid or unenforceable, it shall be severed with the remainder of the Terms continuing to be valid and enforceable to the fullest extent reasonably possible.