1 General Definitions

(a) "Birthday TV" means Birthday TV Limited, its authorised representatives, successors and assigns.

(b) "Client" means any individual, company or organisation placing an order with Birthday TV for television or web site broadcast.

(c) "Broadcast" means television or web site transmission of video, audio and/or images.

(d) "Greetings" means Greetings material for Broadcast by Birthday TV.

(e) "Greetings Copy" means any Greetings material intended for Broadcast by Birthday TV.

(f) "OFCOM" means the Office of Communications.

(g) "Working Day" means Monday - Friday excluding Bank or Public Holidays.

(h) "Terms and Conditions" means all terms and conditions herein described.

2. Acceptance of Terms and Conditions

(a) By placing an order and in consideration of Birthday TV's agreement to Broadcast a Greeting, the Client and Birthday TV agree to be bound by these Terms and Conditions.

(b) No Terms and Conditions other than those set forth herein or any variation thereof under section 9 of these Terms and Conditions shall be binding on Birthday TV or the Client unless agreed and confirmed in writing and signed by both Birthday TV and the Client.

3. Acceptance of Greetings

(a) Greetings shall be Broadcast subject to approval by Birthday TV, meeting any technical requirements, compliance with the Broadcasting Act 1990 (and any amendments or superseding enactments), and any and all applicable laws and codes in place from time to time.

(b) Advance approval of Greetings copy shall not in any way prejudice Birthday TV's right to reject Greetings as provided herein.

(c) Greetings Copy must be available to Birthday TV not less than ten Workings Days before the intended Broadcast date. In exceptional circumstances Birthday TV shall endeavour to accept Greetings Copy delivered in less than five Working Days before the intended Broadcast date in which event Birthday TV is not obliged to notify the Client if it decides that the Greetings Copy is unsuitable and in that case the Client shall at the sole discretion of Birthday TV be liable to pay in full for Greetings booked whether or not Broadcast.

(d) Changes to Greetings Copy or Broadcast instructions submitted to Birthday TV less than three Working Days before the intended Broadcast dates shall be accepted at the sole discretion of Birthday TV and subject to an administration surcharge of £30.00 per Greetings Copy.

(e) If Greetings Copy if deemed unacceptable in any respect at the sole discretion of Birthday TV, Birthday TV shall notify the Client who shall be responsible for supplying alternative Greetings Copy not less than ten Working Days prior to the intended Broadcast date. Such alternative Greetings Copy accepted less than five Working Days shall be at the sole discretion of Birthday TV and subject to an administration surcharge of £30.00 per Greetings Copy. If alternative Greetings Copy is not supplied or accepted by Birthday TV within five Working Days prior to the intended Broadcast date, full payment remains due for the Greetings booked. Birthday TV may at its sole discretion repeat Greetings Copy previously booked and Broadcast for the Client or deem the Client to have requested Birthday TV to have requested cancellation of Greetings booked and charge the appropriate cancellation charge as detailed in Section 5 of these Terms and Conditions.

(f) Special arrangements made between the Client and Birthday TV for Greetings bookings accepted at shorter notice than five Working Days shall be detailed on the relevant order form in which event no administration surcharge shall be applied.

(g) Birthday TV shall not be held responsible for any additions or changes to or deletions from any Greetings by OFCOM, or any costs or consequential loss howsoever resulting therefrom.

(h) Birthday TV reserves the right at its sole discretion and without incurring any liability to decline to Broadcast any Greetings without giving any reason in which event the Client shall not be liable to pay for any Greetings which Birthday TV declines to Broadcast.

(i) Birthday TV reserves the right at its sole discretion to add to, delete or otherwise amend Greetings Copy or make any changes in respect of the Broadcast of any Greetings which are considered by Birthday TV or OFCOM to contain unsuitable Greetings Copy and Birthday TV shall not thereby incur any liability to the Client who shall have no claim whatsoever for damages or otherwise in respect of such Greetings and shall remain liable for all charges payable to Birthday TV.

(j) Birthday TV reserves the right at its sole discretion to refuse or restrict the repeated Broadcast of any Greetings.

(k) All Greeting bookings are accepted by Birthday TV on the understanding that they will be paid for at the rates and intended Broadcast dates specified on the order form.

(l) Birthday TV reserves the right at its sole discretion to refuse Greetings that celebrate more than one occasion or for more than one person.

(m) Birthday TV shall use its best endeavours to adhere to Greetings rotation instructions but cannot be held liable for any failure to comply therewith.

4. Broadcast Dates and Times

(a) Birthday TV cannot guarantee that intended and scheduled times and dates of Broadcast of Greetings shall be adhered to and reserves the right to make programming changes from time to time at its sole discretion.

(b) If for any reason whatsoever any Greetings are not Broadcast at the intended Broadcast period, not Broadcast at all, Broadcast in part only or Broadcast containing a material error caused by Birthday TV then the Greetings will be Broadcast again at the earliest available opportunity. In this event, the Client shall have no claim against Birthday TV in respect thereof or for any damage or expense incurred as a result thereof. In such event Birthday TV shall not make any additional charge to the Client but shall be entitled to be paid in full for all charges.

(c) Greetings Broadcast within thirty minutes of the intended Broadcast time shall be deemed as having been Broadcast at the intended Broadcast time.

(d) In the event that Birthday TV's activities are restricted, prevented or curtailed by any law or act outside of Birthday TV's control, Birthday TV may, notwithstanding anything else contained within these Terms and Conditions, forthwith determine any contractual agreement without prejudice to Birthday TV's right to be paid all monies due or owing from the Client at the time of such determination.

5. Cancellations

(a) Birthday TV may at its sole discretion accept notices submitted by the Client to Birthday TV to cancel Greetings bookings in which event a cancellation charge comprising a percentage of cancelled order value shall be payable unless otherwise agreed by Birthday TV on the order form or in writing. This cancellation charge shall be 10% of the cancelled order value where notice is received twenty or more Working Days from the intended Broadcast date, 40% for ten to nineteen Working Days, 70% for five to ten Working Days and 100% for less than five Working Days.

(b) In the event of cancellation, Birthday TV shall additionally be entitled to be paid in full for all charges for all work provided and Greetings Broadcast prior to cancellation.

6. Client Property and Materials Liability

Birthday TV shall take every care in respect of Greetings Copy and any recordings, scripts or other materials which are deemed to be provided at the Client's risk and Birthday TV shall not be liable for any loss thereof or damage thereto, howsoever caused in any circumstances.

7. Payment

(a) Except where otherwise stated and agreed in writing by Birthday TV, the Client shall pay for Greetings booked at the time the order is placed and accepted.

(b) All prices quoted are inclusive of VAT where applicable and shall be subject to VAT at the appropriate rate at the date of order.

8. Warranties and Indemnity

(a) The Client warrants and undertakes that it shall be responsible for obtaining and paying for all necessary licences and consents for the Broadcast of any Greetings Copy incorporating any copyright material or the appearance of any person contained within its Greetings.

(b) The Client warrants and undertakes that its Greetings Copy shall not breach the copyright or other rights or be defamatory in any way to any person or third party.

(c) The Client warrants and undertakes that they shall indemnify Birthday TV against any and all actions, legal proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from any breach or the warranties given in subsections 8(a) and 8(b) of these Terms and Conditions or in any manner whatsoever in consequence of the use, recording or broadcasting in the form submitted or prescribed of any Greetings Copy of materials supplied by or Broadcast or the Client.

9. Changes to Rates or Terms and Conditions

(a) Birthday TV reserves the right to change its Greetings rates and Broadcast times and Channels and any of these Terms and Conditions by giving not less than ten Working Days notice to the Client and in the event of such changes, those applicable shall be those in force at the time of Broadcast. In this event the Client shall be entitled to serve notice on Birthday TV within five Working Days of receiving notice of such changes to cancel any order for a Greetings to which changed rates and Terms and Conditions would otherwise apply without any liability to pay any cancellation fee which would otherwise be payable under subsections 5(a) and 5(b).

(b) Birthday TV may offer special promotions or make special changes to rates and/or Terms and Conditions for specified Greetings from time to time or for Greetings bookings made at certain specified periods.

10. Confirmation of Acceptance

(a) This is to confirm that I, by the acceptance of these Terms and Conditions, give you, Birthday TV Ltd and your assigns, licensees and legal representatives, the irrevocable and unrestricted right to use my picture, portrait, photograph or video recording in original or manipulated form, in perpetuity for editorial, advertising, in trade and in any other purpose whatsoever in any and all forms and media now known or hereafter developed to be broadcast, reproduced, published, transmitted or distributed throughout the world.

(b) I waive any right to inspect or approve the finished version(s) and product(s), including written Copy that may be created therewith. I release and discharge you, your assigns, licensees and Legal representatives from any claims involving the use of my picture, portrait, photograph or video recording including invasion of privacy and I agree that I am not entitled to any compensation for any use of my picture, portrait, photograph, video recording or likeness.

(c) I can further confirm that I accept full responsibility for obtaining the required permissions and the payment of the appropriate fees to the copyright owner, their legal representatives, agents or assigns, for the use of any copyright materials which are included in my video recording.

(d) I am of full age, and I have the full right and authority to execute this permission on behalf of all other persons appearing in this video recording either with or without me, and I have read and understand the contents of this agreement which shall be binding on all of us and our heirs.

11. Contractual Notice

Notices under this contract shall be in writing and addressed to the party on whom served by recorded delivery to the last known address or place of business of the served party.