- 1. About us
- 2. Our contract with you
- 3. Placing an order and its acceptance
- 4. Customer Media and Customer Works
- 5. Our services
- 6. Your obligations
- 7. Third party applications
- 8. Charges
- 9. How to pay
- 10. Complaints
- 11. Intellectual property rights
- 12. How we may use your personal information
- 13. Limitation of liability
- 14. Confidentiality
- 15. Termination, consequences of termination and survival
- 16. Events outside our control
- 17. Non-solicitation
- 18. Communications between us
- 19. General
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1.1 Company details. First Viewings Properties Limited (company number 07697010) (we and us) is a company registered in England and Wales and our registered office is at Quadrant House, Broad St, Mall, Reading RG1 7QE. Our VAT number is 308970777. We operate Vidibar, a real estate video marketing platform, under the website vidibar.com.
1.2 Contacting us. To contact us, email us at team@vidibar.com. How to give us formal notice of any matter under the Contract is set out in clause 18.2.
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). Services shall be deemed to include access to and use of any websites, mobile sites, mobile applications, products or services made available to you by us under the umbrella “Vidibar’. Specifically, Services shall include any video, image, graphic, audio or other digital media templates (Templates) and any stock video, image or audio files (Stock) owned by us or our suppliers or partners and made available to you by us on Vidibar or on any third party application, including the video creation platform available at www.invideo.io (Invideo). These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Invideo terms and conditions form part of these Terms and are made available at https://invideo.io/terms-and-conditions.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3.1 Creating an account. In order to use all or certain features of the Services, you must register for an account (Account) by providing the required information in the registration form, which includes providing your business information and subscribing to a fee-bearing Package. By setting up an Account and subscribing to a Package, you represent and warrant that you are a business not a consumer, that all information submitted is truthful and accurate and that you will maintain the accuracy of such information.
3.2 Packages. We currently offer various fee-baring accounts, each with their own level of feature accessibility (Packages).
3.3 Placing your order. By creating an Account and subscribing to a Package, you are placing an order. Each order is an offer by you to buy the Services specified in the order subject to these Terms (Services).
3.4 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.5 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but 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 6.
3.6 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.
3.7 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4.1 Customer Media. ‘Customer Media’ shall mean any and all information and content, including but not limited to text, images, photos, videos, graphics, audio, avatars, comments and documents that you provide or make available to us or any third-party application in connection with the use of the Services.
4.2 Customer Works. ‘Customer Works’ shall refer to the content you generate and return from the Services based on your Customer Media.
4.3 You are solely responsible for any and all of your own Customer Media and Customer Works, or any Customer Media or Customer Works generated from your Account by any representative, affiliate or entity you may be related to. Because we do not control Customer Media, you acknowledge and agree that we are not responsible for any Customer Media, whether provided by you or others. We are not liable for any Customer Media / Customer Works which you may view / access while using the Services, including the accuracy, currency, suitability or quality of any such Customer Media / Customer Works.
5.1 Descriptions and illustrations. Any descriptions or illustrations on our website are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on the Package on our website at the date of your order in all material respects.
5.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
5.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
6.1 It is your responsibility to ensure that:
a) the terms of your order are complete and accurate;
b) you maintain the confidentiality and security of your Account, including but not limited to the information you have provided and are solely responsible for all activities that occur under your Account;
c) you cooperate with us in all matters relating to the Services;
d) you provide us with such information, media, files and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
e) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
f) you do not violate our Acceptable Use Policy
g) you accept sole responsibility for your Customer Media and Customer Works generated using your Customer Media, or any Customer Media or Customer Work which has been provided / generated using your Account by any affiliate / entity / representative you may be related to.
h) you assume all risks associated with use of your Customer Media or any Customer Works generated using your Customer Media, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Customer Media or Customer Works, that personally identifies you or any third party.
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 1 (Your Default):
a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);
b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7.1 You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and applications (Third-Party Services) and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any Third-Party Services, or any transactions completed, and any contract entered into by you, with any Third-Party Services. Any contract entered into and any transaction completed via any Third-Party Service is between you and the relevant Third Party Service, and not us. You shall comply in all respects with all applicable terms of the Third-Party Service that you access or subscribe to in connection with the Services. We recommend that you refer to the Third-Party Service’s website terms and conditions and privacy policy prior to using the relevant Third-Party Service. We do not endorse or approve any Third-Party Service nor the content of any of the Third-Party Services made available via the Services. If at any time any Third-Party Service cease to make their websites, applications or programs available to us on reasonable terms, we may cease to provide such features to you without entitling you to any notice, refund, credit or other compensation.
8.1 In consideration of us providing the Services under the relevant Package you must pay our charges (Charges) in accordance with this clause 8.
8.2 Unless otherwise agreed, the Charges for each Package are the charges quoted on our website Pricing page. If you wish to change the scope of the Services supplied under a Package after we accept your order, and we agree to such change, we will modify the Charges accordingly.
8.3 We take all reasonable care to ensure that the prices stated for the Services under each Package are correct at the time when the relevant information was entered into the system. However, please see clause 8 for what happens if we discover an error in the price of the Services under the Package you ordered.
8.4 Accounts may only be opened by subscribing to a Package by following the relevant Package link from our website. Each package has a corresponding recurring monthly fee (Subscription Fee). Subscription Fees are billed monthly in advance. Subscription Fees are non-refundable for the subscription period they are purchased for. You must provide us with a valid credit card or other payment method to pay the Subscription Fee. You agree that we may process your credit card or other valid payment method on each renewal term, on the calendar day corresponding to the first day you subscribed to the Package.
8.5 Your Subscription Fee payment will automatically renew at the end of the subscription period unless you cancel your Package from your Billing page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and your Account will no longer be accessible. You may cancel your Package at any time and you will not be charged for the next billing cycle.
8.6 We reserve the right to change the price of Packages from time to time and will communicate any price changes to you in advance, and, if applicable, how to accept those changes. Price changes for Packages will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Services prior to the price change taking effect. It is your obligation and responsibility to ensure that you read and understand any such notification of price changes.
8.7 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8.8 It is always possible that, despite our reasonable efforts, some of the Services or Packages on our website may be incorrectly priced. Where the correct price for the Services is less than the price stated on our website, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our website, 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 Services 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. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
8.9 We reserve the right, at any time, to modify, suspend or discontinue the Services (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
8.10 You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services.
9.1 We accept payment by way of credit card or by BACS Direct Debit. If paying by credit card, we accept the following cards:
Mastercard, VISA, American Express, Discover & Diners Club, China UnionPay, JCB.
If paying by direct debit, your designated bank account will be charged automatically each month.
9.2 We will send you an electronic invoice within 3 days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied.
9.3 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
If a problem arises or you are dissatisfied with the Services, please contact our customer support team at support@vidibar.com.
11.1 Intellectual Property Rights is defined as: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
11.2 All Intellectual Property Rights arising out of or in connection with the Services (other than intellectual property rights in any Customer Media provided by you) are owned by us or our suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such Intellectual Property Rights, except for limited access rights expressly set forth in 11.3. Vidibar and its suppliers reserve all rights not granted in these Terms and there are no implied licenses granted under these Terms.
11.3 Subject to these Terms, we grant you a fully paid-up, royalty-free, perpetual, irrevocable, worldwide, non-exclusive license to use, sub-license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your Customer Works (in whole or in part) worldwide for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 11.3.
11.4 We also grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Services in accordance with section 15.
11.5 The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); and (b) you shall not access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
11.6 You hereby grant (and represent and warrant that you have the right to grant) to us a royalty-free, perpetual, irrevocable, fully-paid, worldwide license (with the right to sublicense) to access, use, reproduce, copy, modify, electronically distribute, transmit, perform, format, display, store, archive and index your Customer Media / Customer Works for the purpose of supporting your use of the Services and providing Services to you. We may also use Customer Media / Customer Works for the purposes supporting, developing, improving and promoting the Services.
12.1 We will use any personal information you provide to us to:
a) provide the Services;
b) process your payment for the Services; and
c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
12.2 We will process your personal information in accordance with our Privacy Policy - [PRIVACY POLICY LINK], the terms of which are incorporated into this Contract.
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £[AMOUNT] per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
13.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation; and
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.3 Subject to clause 13.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill;
g) any indirect or consequential loss; and
h) losses incurred by you arising out of or in connection with any third party claim against you which has been caused by our act or omission. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, our personnel, regulators and your customers.
13.4 Subject to clause 13.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to an amount equal to one months’ Subscription Fee.
13.5 You hereby release and forever discharge us (and our officers, affiliates, partners, employees, agents successors, and assigns) from, and hereby waive and relinquish each and every past, present and future dispute, claim, controversy, demand, right, obligations, liability, action, and cause of action of every kind and nature (including personal injury, death, and property damage) that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other customers of any Third-Party Services and products).
13.6 We have given commitments as to compliance of the Services with the relevant specification in clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.7 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire two months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.8 Nothing in these Terms limits or affects the exclusions and limitations set out in our website terms - http://www.vidibar.com/terms-of-website-use/.
13.9 This clause 13 will survive termination of the Contract.
14.1 We each undertake that we will at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 We each may disclose the other's confidential information:
a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
15.1 Termination. These Terms shall continue to apply until your Account is terminated by either you or us, and you cease to use the Services.
15.2 We reserve the right, at any time, to modify, suspend or discontinue the Services (in whole or in part) with or without notice to you.
15.3 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
b) you fail to pay any amount due under the Contract on the due date for payment;
c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.4 Consequences of termination
a) If you or we terminate your Account, or if we suspend your access to the Services, you agree that we shall have no liability or responsibility to you or any third party and we will not refund any amounts that you or any third party have already paid, to the fullest extent permitted under applicable law.
15.5 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect. This includes the perpetual license granted by you in relation to the Customer Media / Customer Works which is irrevocable and will therefore continue after expiry or termination of your Account and your discontinuation of using the Services for any reason.
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
a) we will contact you as soon as reasonably possible to notify you; and
b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
17. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of twenty four months following termination of the Contract.
18.1 When we refer to "in writing" in these Terms, this includes email.
18.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
18.3 A notice or other communication is deemed to have been received:
a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
c) if sent by email, at 9.00 am the next working day after transmission.
18.4 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 email, that such email was sent to the specified email address of the addressee.
18.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19.1 Assignment and transfer
a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you.
b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
19.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.