You can download these terms of business with Aurora Media here

1. Interpretation

In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:

“You/Your” means the person/company (including their employees, agents or assigns), who purchases and/or receives the Service(s) from Us:

“Us/We/Our” means Aurora Media;

“Agreement” means the Development Agreement between Us and You which shall be deemed to incorporate these Terms and the terms on any individual Order;

“Services” mean the Services, including any goods and materials, detailed in the Order to be supplied by Us to You;

“Order” means the order form, proposal or quotation provided by Us and signed/approved electronically and/or returned by You describing the Services requested by You and accepted by Us and detailing the estimated price to be paid and estimated timescales for delivery of the Services.

2. The Agreement

The Agreement shall be on these Terms, incorporating the terms on any Order, to the exclusion of all other terms and conditions. If any conflict arises between these Terms and the terms of the Order the terms of the Order shall prevail.

The Agreement will commence on the date You sign (Or digitally confirm via email) and return Your Order together with these Terms.

If You have ordered one-off Services the Agreement will terminate upon delivery of those Services.

Where You have ordered repeat or ongoing Services the Agreement will continue in full force and effect for a period of 12 months unless and until terminated earlier by either party in accordance with these Terms.

Thereafter this Agreement will automatically renew itself on the first and subsequent anniversaries of this Agreement unless and until otherwise terminated in accordance with these Terms.

Once You have placed Your Order the cancellation terms contained below apply.

3. The Services

We will provide the Services in accordance with Your Order. Unless otherwise specified on Your Order, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by You and the costs of materials.

We reserve the right to utilise the services of specialist 3rd party suppliers to deliver elements of the Services detailed on Your Order.

We shall be responsible for organising and ensuring all Services ordered under this Agreement are delivered in an efficient manner, including as regards how and in what order activities are undertaken, but shall liaise with You from time to time to ensure that reasonable due account is taken of the impact of the timing of any activities upon any of Your other activities.

For the avoidance of doubt, unless otherwise provided in Your Order, and except as otherwise provided herein, You shall pay any additional charges which are incurred as a result of:

i)  additional work required or requested, including without limit, additional meetings, reviews, reports or any un-reasonable changes requested by You which are outside the scope of this Agreement; and/or,

ii)         delays caused by You or Your 3rd party suppliers or matters otherwise outside Our reasonable control.

Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.

We may extend of modify any delivery schedule or deadlines in the Agreement as may be required by any of the circumstances contemplated herein and We will use Our reasonable endeavours to notify You before any extra charges are incurred.

Any such additional charges will be at Our then current standard daily rate unless otherwise agreed.

4. Responsibilities

You are responsible for:

• providing any resources requested by Us within the timescales described.
• maintaining adequate back-ups of any data contained on systems You have requested Us to manage or work with under Your Order.
• providing Us with complete and accurate information, including without limit; information that is internal to the business or is specific to the industry in which You operate; any policy decisions, changes or activities that affect the operations of the business; any other information that may possibly affect the delivery of the Services.

We are responsible for:

• delivering the Services with all reasonable skill and care, and in full compliance of relevant established professional standards.
• informing You of the progress of the delivery of the Services in accordance with Your Proposal.
• subject to the terms of clause 9, ensuring any confidential information is maintained as such.

5. Customer Satisfaction

We aim to deliver full customer satisfaction, to help Us do this We will ask that You check Our Services at various stages of delivery, in particular We may ask You to review and approve a proof of any designs, including without limit, website and promotional materials designs supplied as part of the Services prior to their completion, You must ensure You do so thoroughly as You will be entirely responsible for the accuracy of Your completed Order. If mistakes are found that are as a result of an error by Us made after the proof has been approved We will make arrangements for the replacement of the incorrect items.

In relation to all other elements of the Services We would ask that You check Our Services as soon as they have been delivered and tell Us straight away if You are unhappy and We will endeavour to rectify any reasonable problems. Unfortunately We are unable to rectify any problems that are reported more than 3 days after We have completed the Service.

6. Price

The price for the Services will be set out in Your Order and unless otherwise stated excludes any 3rd party costs or the costs of materials which are not yet known but will form part of the Services, which if applicable will be agreed separately.  3rd party costs may include without limit; rights managed or royalty free photography purchases, colour print proofs, postage and carriage, software & web services (such as hosting), printing & print finishing and specialist design Services. 

All work is charged in half hour increments.

In relation to design work pricing includes initial designs and first phase amendments based on Your input; further changes will be additionally chargeable unless otherwise stated on Your Order.

Expenses will be charged in addition to the price for the Services and may include, without limitation, mileage at HM Revenue and Customs then current rates and hotel expenses charged at cost. All expenses will be agreed prior to being incurred.

All sums due will be subject to any applicable UK taxation, including where relevant, VAT.

7. Payment

If Your Proposal is for a one-off Service We will require a deposit of 50% of the total price, the balance becoming payable immediately on completion and within 14 days of the date on the invoice unless otherwise stated in the Order. 

Further upfront or staged payments may be required should the assignment be lengthy or complex and if applicable will be detailed on Your Order.

If Your Proposal is for repeat or ongoing Services We will require payment monthly in advance payable by standing order.

Additionally payment for any materials or for any 3rd party Services requested as part of the Proposal will be required in advance.

Upon receipt of all outstanding payments We will release final copies of and/or access keys to the relevant parts of the Services.

Where We have submitted drafts and/or reports etc for Your comment/approval You are requested to respond within 30 days. After this time, if You have not contacted Us with Your requirements, We reserve the right to invoice You for the full amount quoted.

Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved You remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.

If payment is in arrears late payment charges will be levied on a daily basis at 8% above the then current Bank of England base-lending rate. We reserve the right to levy additional charges for late payment, including an administration fee of £50 for each notice of late payment We issue to You and will take all action required to recover any sums outstanding.

Invoices overdue by more than 90 days will be passed to Our solicitors for recovery + costs/expenses.

Payment can be made by cash, cheque or direct bank transfer. Where payment is made by cheque the cheque should be made payable to Aurora Media. Bank details for direct bank transfers can be made available on request. 

8. Intellectual Property

Unless otherwise agreed and detailed on Your Order, all intellectual property rights and proprietary rights, including, but not limited to, copyright, design rights and know-how in or relating to any reports, designs or other materials (“Information”), provided to You by Us, shall remain Our sole property or that of Our Licensors. Information may only be used and/or reproduced solely within Your business and must contain a copyright notice in Our favour.

For the avoidance of doubt Our ownership of the aforementioned Information includes, without limit, the right to use examples of it for Our own promotional purposes.

9. Confidential Information

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.

Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.

We will comply with the relevant Data Protection laws in storing and processing any personal information You provide to Us.

10. Legal status

The relationship between us shall be that of principal and independent self-employed contractor and not in any way that of employer and employee. This Agreement is non exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.

11. Our People

Our staff, contractors and suppliers form an important and crucial part of Our business. It is therefore essential to Us to protect Ourselves from the loss of these vital assets as far as is possible. To this end by signing this Agreement You are committing that, during the term of this Agreement and for a period of 6 months thereafter, You, either on Your own account or in conjunction with or on behalf of any other person, company, business entity or other organisation whatsoever, directly or indirectly, will not, solicit, recruit, engage or otherwise retain the Services of, (in any manner), any such persons referred to above. You further acknowledge that breach of this clause will cause Us significant loss and notwithstanding any rights or remedies available to Us in law, You shall be liable to pay to Us a fee of £5000, being a fee You agree represents a true valuation of the potential loss caused to Us by Your actions. Such fee becoming payable immediately upon notice by Us of Your breach of this clause.

12. Cancellation

Either party may cancel this Agreement or any work requested under it on the provision of one months written notice. In the event of cancellation We will be entitled to be paid for all work undertaken and reimbursed for all expenses incurred up to the date of termination. Where You cancel this Agreement or any work requested under it with less than one months notice You will, in addition to being liable for the costs of all work undertaken and for all expenses incurred up to the date of termination, be liable to make a payment to Us of 50% of the fees that would have been due over the forthcoming month.

For the avoidance of doubt this clause applies to all Proposals undertaken by Us, even in circumstances where Agreement signature takes place within 30 days of the proposed start date for the assignment.

13. Liability

Neither party shall be liable for any loss of data or for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.

Notwithstanding the above and save in the case of death or personal injury cause caused by negligence for which the liability of the parties shall be unlimited, the parties liability under this Agreement shall be limited to the fees charged or £10000 whichever is the lesser.

In respect of the Services, We shall not be liable for any loss or damage incurred as a result any act or omission of Yourselves, or Your employees, agents, representatives, 3rd party suppliers or any persons for which You are at the relevant time responsible, including without limitation, failure to adhere to any element of advice or recommendations communicated to the You, whether in writing or verbally, or failure to ensure that any form or document generated from the Service is appropriate and complete in all respects for the purpose to which the form or document is to be used. We will not be liable for any loss of any kind arising from Your use or inability to use the Service or from errors or deficiencies in any part of it whether caused by negligence or otherwise except as expressly provided herein.

14. Force Majeure

If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.

15. General

This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of Your documents or otherwise.

If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.

These Terms shall remain in force until altered in writing and signed by both parties.

The failure by Us at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.

You may not assign this Agreement or any rights or obligations under it without Our prior written consent.

Unless otherwise agreed and subject to the application of the then current prices, these Terms of Business shall apply to any future instructions given by You to Us.

These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.  

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.