Updated March 2024

Chirp Productions Limited “CHIRP SERVICES" TERMS AND CONDITIONS Application and entire agreement

1. These Terms and Conditions apply to the provision of the services
detailed on our website, emails & discussions (Services) by Chirp Productions Limited a

company registered in England and Wales under number 15566680.

(we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you
accept our quotation or from the date of any performance of the Services
(whichever happens earlier) and these Terms and Conditions and our quotation
(the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or
representation made or given by or on our behalf. These Conditions apply to the
Contract to the exclusion of any other terms that you try to impose or
incorporate, or which are implied by trade, custom, practice or course of
dealing.

Interpretation

4. A "business day" means any day other than a Saturday, Sunday or
bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and
do not affect their interpretation.

6. Words imparting the singular number shall include the plural and
vice-versa.

Services

7. We warrant that we will use reasonable care and skill in our performance
of the Services which will comply with the quotation, including any
specification in all material respects. We can make any changes to the Services
which are necessary to comply with any applicable law or safety requirement,
and we will notify you if this is necessary.

8. We will use our reasonable endeavors to complete the performance of the
Services within the time agreed or as set out in the quotation; however, time
shall not be of the essence in the performance of our obligations.

9. All these Terms and Conditions apply to the supply of any goods as well
as Services unless we specify otherwise.

10. The Chirp Service is for 40 to 60 pieces of content for social media,
based on video footage created during the monthly recording session or supplied
by you, the client.

Quality is directly influenced by your recording equipment, speech and
spoken content. Final product quality is directly related to the content
received. "Chirp" (Chirp Productions Limited) accepts no liability for poor content which
has been supplied to us as part of this service.

Please ensure your content is at the standard you wish to be in the final
product and your message is very clear to you audience.

The "Chirp" service repurposes your content and does not create
unique content or create new content as part of this service.

Your obligations

You must obtain any permissions, consents, licences or otherwise that we
need and must give us access to any and all relevant information, materials,
properties and any other matters which we need to provide the Services.

11. If you do not comply with clause 10, we can terminate the Services.

12. We are not liable for any delay or failure to provide the Services if
this is caused by your failure to comply with the provisions of this section
(Your obligations).

Fees and Deposit

13. The fees (Fees) for the Chirp Services are payable via automatic
billing, every month on the anniversary of you initial start date.

14. A £4750 once off setup fee, if applicable and charged at the commencement
of the Service.

15. In addition to the Fees, we can recover from you a) reasonable
incidental expenses including, but not limited to, travelling expenses, hotel
costs, subsistence and any associated expenses, b) the cost of services
provided by third parties and required by us for the performance of the
Services, and c) the cost of any materials required for the provision of the
Services.

16. You must pay us for any additional services provided by us that are not
specified in the quotation in accordance with our then current, applicable
daily rate in effect at the time of performance or such other rate as may be
agreed between us. The provisions of clause 14 also apply to these additional
services.

17. The Fees are inclusive of any applicable VAT and other taxes or levies
which are imposed or charged by any competent authority.

18. You agree to pay the fees, in such amount and for such billing frequency
as specified during registration, in full prior to any obligation of Chirp
Productions Limited to perform under this Agreement. You further
agree that, upon registering for the services through the Site, you authorise Chirp
Productions Limited to charge your method of payment (as you
supplied during your registration) for the fee on each anniversary of your
registration date, monthly. Payment of the fees shall be in such amounts and at
such times as set forth by Chirp Productions Limited through information provided to you and as
authorised through the sign-up and registration process. Your account and
access to the services provided via the Site may be suspended in the event of
non-payment of applicable fees. You represent and warrant to Chirp Productions
Limited that such payment information is accurate and
that you are authorised to use the payment instrument. You will promptly update
your account and payment information with any changes (e.g. credit card
expiration date) as and when they occur.

19. All Chirp fees are retainer-based. You, the client, are responsible for
providing links to content and direction for our team to assess and repurpose.
If content is not provided, Chirp Productions Limited will find content that they

deem relevant to be repurposed and curate it. These repurposed assets will count toward your monthly service and will not qualify for refunds or make-up works. No refunds are given once work has commenced on your podcast and or content.

20. If our team is not supplied content to repurpose that is relevant to
your brand and messaging and they are unable to receive assets, videos, images,
etc. from you, they will not produce any content until they are supplied. Since
Chirp Productions Limited’s Chirp
Service is a retainer fee, you will not receive a refund or make-up works in
place of curation that was not able to occur due to lack of content supplied by
you, the client.

21. You, the client, are responsible for using Chirp Productions Limited

after payment and lack of use will not result in refunds or credit of any kind.

Communication

22. All communications are to be via email, Zoom, Slack and phone, and are
to be within normal business hours.

23. Normal Business hours are defined as Monday to Thursday 09H30 till
16H30, Friday 09H30 till 15H30 (GMT) and closed Saturday & Sunday. Any
communication outside of these hours will be dealt with on the next business
day.

24. If you wish to arrange a face to face via Zoom, you are to use the
calendar link on the website.

25. Any attempt to contact outside of these will be deemed unreasonable.

Cancellation and amendment

26. As a user, the cancellation or termination of your account, associated
email address, and/or access to our Services can be initiated by submitting a
written notice of cancellation or termination to Chirp. This notice must be
provided no later than thirty (30) calendar days before the conclusion of the
Initial Term or any subsequent term.

Should you wish to modify any particulars related to the Services, it is
imperative to notify us in writing at your earliest convenience. We commit to
making reasonable efforts to implement any necessary changes, and any
associated additional costs will be reflected in your invoice.

27. If, due to circumstances beyond our control, including those set out in
the clause below (Circumstances beyond a party's control), we have to make any
change in the Services or how they are provided, we will notify you
immediately. We will use reasonable endeavors to keep any such changes to a
minimum.

28. If we find that you are not in alignment with our model, violate our
core values, or are abusing our services or team in any way, including using
our services for illegal or adult/pornographic we reserve the right to cancel
your account.

29. Your right to use the Chirp Productions Limited services shall terminate upon your breach of
any term of this Agreement.

30. Chirp Productions reserves the right to cancel this service without
notice if the client either:

a) Fails to make payment in a timeously manner, as stipulated;

b) Fails to be available for meetings & monthly video sessions;

c) Is unreasonable in their behavior towards Chirp Production & their staff.

Payment

31. We will invoice you for payment of the Fees or if you sign up to our service via the website you will only be sent a receipt, prior to work commencing.

32. You must pay the Fees due within 7 days of the date of our invoice or
otherwise in accordance with any credit terms agreed between us.

33. Time for payment shall be of the essence of the Contract.

34. All payments due under these Terms and Conditions must be made in full
without any deduction or withholding except as required by law and neither of
us can assert any credit, set-off or counterclaim against the other in order to
justify withholding payment of any such amount in whole or in part.

35. If you do not pay within the period set out above, we can suspend any
further provision of the Services and cancel any future services which have
been ordered by, or otherwise arranged with, you.

36. Receipts for payment will be issued by us only at your request.

37. All payments must be made in British Pounds unless otherwise agreed in
writing between us.

Sub-Contracting and assignment

38. We can at any time assign, transfer, charge, subcontract or deal in any
other manner with all or any of our rights under these Terms and Conditions and
can subcontract or delegate in any manner any or all of our obligations to any
third party.

39. You must not, without our prior written consent, assign, transfer,
charge, subcontract or deal in any other manner with all or any of your rights
or obligations under these Terms and Conditions.

Termination

40. We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms and
Conditions; or

b. fail to make pay any amount due under the Contract on the due date for
payment; or

c. are or become or, in our reasonable opinion, are about to become, the
subject of a bankruptcy order or take advantage of any other statutory
provision for the relief of insolvent debtor; or

d. enter into a voluntary arrangement under Part 1 of the Insolvency Act
1986, or any other scheme or arrangement is made with its creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory
liquidation, have a receiver, manager, administrator or administrative receiver
appointed in respect of your assets or undertakings or any part of them, any
documents are filed with the court for the appointment of an administrator in
respect of you, notice of intention to appoint an administrator is given by you
or any of your directors or by a qualifying floating charge holder (as defined
in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed,
or petition presented to any court for your winding up or for the granting of
an administration order in respect of you, or any proceedings are commenced
relating to your insolvency or possible insolvency.

Intellectual property

41. All copyright and any other intellectual property rights remain yours,
the client and you permit Chirp Productions Limited to work with your assets.

Liability and indemnity

42. Our liability under these Terms and Conditions, and in breach of
statutory duty, and in tort or misrepresentation or otherwise, shall be limited
as set out in this section.

43. The total amount of our liability is limited to the total amount of Fees
payable by you under the Contract.

44. We are not liable (whether caused by our employees, agents or otherwise)
in connection with our provision of the Services or the performance of any of
our other obligations under these Terms and Conditions or the quotation for:

a. any indirect, special or consequential loss, damage, costs, or expenses
or;

b. any loss of profits; loss of anticipated profits; loss of business; loss
of data; loss of reputation or goodwill; business interruption; or, other
third-party claims; or

c. any failure to perform any of our obligations if such delay or failure is
due to any cause beyond our reasonable control; or

d. any losses caused directly or indirectly by any failure or your breach in
relation to your obligations; or

e. any losses arising directly or indirectly from the choice of Services and
how they will meet your requirements or your use of the Services or any goods
supplied in connection with the Services.

39. You must indemnify us against all damages, costs, claims and expenses
suffered by us arising from any loss or damage to any equipment (including that
belonging to third parties) caused by you or your agents or employees.

45. Nothing in these Terms and Conditions shall limit or exclude our
liability for death or personal injury caused by our negligence, or for any
fraudulent misrepresentation, or for any other matters for which it would be
unlawful to exclude or limit liability.

Data Protection

46. When supplying the Services to the Customer, the Service Provider may
gain access to and/or acquire the ability to transfer, store or process
personal data of employees of the Customer.

47. The parties agree that where such processing of personal data takes
place, the Customer shall be the 'data controller' and the Service Provider
shall be the 'data processor' as defined in the General Data Protection
Regulation (GDPR) as may be amended, extended and/or re-enacted from time to
time.

48. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data
Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as
in the GDPR.

44. The Service Provider shall only Process Personal Data to the extent
reasonably required to enable it to supply the Services as mentioned in these
terms and conditions or as requested by and agreed with the Customer, shall not
retain any Personal Data longer than necessary for the Processing and refrain
from Processing any Personal Data for its own or for any third party's
purposes.

49. The Service Provider shall not disclose Personal Data to any third
parties other than employees, directors, agents, sub-contractors or advisors on
a strict 'need-to-know' basis and only under the same (or more extensive)
conditions as set out in these terms and conditions or to the extent required
by applicable legislation and/or regulations.

50. The Service Provider shall implement and maintain technical and
organisational security measures as are required to protect Personal Data
Processed by the Service Provider on behalf of the Customer.

51. Further information about the Service Provider's approach to data
protection are specified in its Data Protection Policy, which can be found on
our website. For any enquiries or complaints regarding data privacy, email:

info@chirpit.online Circumstances beyond a party's control

52. Neither of us is liable for any failure or delay in fulfilling our
obligations where such failure or delay results from any cause that is beyond
the reasonable control of that party. Such causes include, but are not limited
to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of
terrorism, acts of war, governmental action or any other event that is beyond
the control of the party in question. If the delay continues for a period of 90
days, either of us may terminate or cancel the Services to be carried out under
these Terms and Conditions.

Communications

53. All notices under these Terms and Conditions must be in writing and
signed by, or on behalf of, the party giving notice (or a duly authorised
officer of that party).

54. Notices shall be deemed to have been duly given:

a. when delivered, if delivered by courier or other messenger (including
registered mail) during the normal business hours of the recipient;

b. when sent, if transmitted by fax or email and a successful transmission
report or return receipt is generated;

c. on the fifth business day following mailing, if mailed by national
ordinary mail; or

d. on the tenth business day following mailing, if mailed by airmail.

55. All notices under these Terms and Conditions must be addressed to the
most recent address, email address or fax number notified to the other party.

No waiver

56. No delay, act or omission by a party in exercising any right or remedy
will be deemed a waiver of that, or any other, right or remedy nor stop further
exercise of any other right, or remedy.

Severance

57. If one or more of these Terms and Conditions is found to be unlawful,
invalid or otherwise unenforceable, that / those provisions will be deemed
severed from the remainder of these Terms and Conditions (which will remain
valid and enforceable).

Law and jurisdiction

58. This Agreement shall be governed by and interpreted according to the law
of England and Wales and all disputes arising under the Agreement (including
non-contractual disputes or claims) shall be subject to the exclusive
jurisdiction of the English and Welsh courts.

***PLEASE NOTE:

There are no guarantees of earning to you or your business. Chirp Productions Limited and it's services, such as Chirp, make no guarantees to increase your target audience, social reach, revenue, etc. whether assumed or implied. There are too many variances to make guarantees, therefore Chirp Productions Limited & it's employees/agents/owners can not & will not make such statements nor guarantees.