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Event Production Agency

General Terms of Contract:

If any disputes arise regarding the content of this document, the Parties must refer back to these terms to resolve and remedy any disagreements in the appropriate fashion.

1. Interpretation

1.1 In these Conditions, the following definitions apply:

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.6

Contract: the Contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Customer: the person or firm who purchases Services from the Supplier.

Customer’s Materials: any designs, drawings, specifications, prototypes, sculptures, images, prints and patterns provided by the Customer to the Supplier.

Deliverables: the items to be produced by the Supplier for the Customer as agreed between the parties in writing. (f)

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world,

Order: the Customer’s order for Services as set out in the Customer’s purchase order form or the Customer’s written acceptance of a quotation by the Supplier, as the case may be. 

Services: the services, including the Deliverables, supplied by the Supplier

Supplier: Production Live Ltd is a UK VAT-registered company

Company number: 11677935 VAT number: 309262511

Supplier Materials: all materials, equipment, documents and other property of the Supplier.

Voluntary termination: Is one where the terminating Party has a clear route to deliver without incurring unreasonable financial costs, using poor industry practice, or breaking the law (e.g., a cost so high that the Supplier would incur a loss in order to deliver).

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions,

2.2 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the order or has made payment of an invoice where a link to this agreement is affixed, at which point and on which date the Contract shall come into existence or the Supplier commences (provision) of the Services (Commencement Date).

2.3 The Customer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of the Supplier that is not set out in a contract signed by both parties, and/or these terms. 

2.4 Any samples, descriptions, illustrations, drawings, descriptive matter or advertising issued by the Supplier are issued for the sole purpose of giving an approximate idea of the Services described in them. They shall not form Part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing or by common law.

2.6 Clause 2.5 does not apply to terms or contracts that The Supplier signs, save where a dispute occurs, or there is a contradiction of terms, where these terms and conditions will always prevail. 

2.7 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period stated on the quotation

3. Supply of Services

3.1 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates agreed between the parties in writing, but any such dates shall be estimates only, and time shall not be of the essence. (In the context of a live event, the delivery date of the event does for a core part of the agreements, and should not be moved by either Party without express permission)

3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or

safety requirement or which do not materially affect the nature or quality of the Services. The Supplier shall notify the Customer in any such event. If the Supplier requests a change to the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.

4.1 Custom Obligations:

The Customer Shall:

Provide the Supplier with such information and materials the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(b) Co-operate with the Supplier in all matters relating to the Services;

(c) Provide the Supplier, its employees, agents, consultants and subcontractors, with access on reasonable notice to the Customer’s premises, office accommodation and other facilities as required by the Supplier;

(d) Prepare the Customer’s premises for the supply of the Services;

(e) Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start, except where this is the Supplier’s obligation and:

(f) Inform the Supplier of any complaints or issues regarding the Services within 48 hours from the date of delivery, failing which the Customer shall be deemed to have accepted the Services.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) The Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default; and

(b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Customer’s failure or delay to perform any of its obligations as set out in this clauses (4.2) and (4.1).

5. Price and payment

5.1 The Price for the Services shall be as agreed in writing between the parties

5.2 The payments are to be made in accordance with the Payment Schedule and/or details on the invoice and/or details on the quotation (payment agreement takes precedence in this order, but always in accordance with this agreement)

5.3 The Customer shall pay each invoice submitted strictly by the due dates outlined. The funds must be cleared into a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract.

5.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay any amount due to the Supplier in accordance with this clause, the Supplier shall have the right to:

(a) Charge interest on the overdue amount at the rate of 2% per annum above the base rate of the Bank of England in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (calculated on a daily basis on a 365-day year). And;

(b) Suspend all Services until payment has been made in full. And;

(c) Remove any and all discounts applied on quotations, making the amount due (and the amount any interest is applied) the face value of the quotation, disregarding discounts.

5.5 From time to time, The Supplier offers promotions for a “refundable deposit”. These promotions, and any payments made in association with them, are still subject to these terms. In particular, we note this includes clauses 8, 9 and 11. Therefore, any “refundable deposit” may not be returned in full should The Supplier have incurred costs, as set out in those clauses. Likewise, further invoices could fall due under the provision set out in these clauses.   

6. Confidentiality & Publicity

6.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving Party by the other Party (Disclosing Party), its employees. Agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain, The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the receiving Party.

6.2 The Supplier shall seek written consent from the Customer concerning sharing images or information that may be considered confidential.

a) Sharing photos of an event where footage is readily available online (e.g. images are on a client-hosted gallery). The Supplier will assume that photos and videos of the event, setup, takedown, and general information about the service performed by The Supplier are broadly permissible in the public domain. 

b) Where The Supplier has shared content under the provision of 6.1 (a), the client can exercise its right to request the content be removed, within 30 days of receipt of the written request

c) Production Live cannot be held responsible for other parties holding copies and reproducing the content set out in 6.1 (a) and 6.1 (b) under this agreement.

7. Limit of Liability

7.1 Nothing in these Conditions shall limit or exclude liability for:

(a)death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b)fraud or fraudulent misrepresentation; or

(c)breach of the terms implied by Clause 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.2 Subject to clause 7.1:

(a) Neither Party shall under any circumstances whatever be liable to the other Party, whether in Contract, tort, breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with the Contract; and

(b) Each Party’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in Contract, tort, breach of statutory duty, or otherwise, shall in no circumstances exceed the Price.

7.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8. Termination

8.1 Without limiting either Party’s other rights or remedies:

(a) Each Party may terminate the Contract with immediate effect by giving written notice to the other Party if the other Party materially breaches the Contract and such material breach is not remedied within 14 days

(b) Each Party has the right to terminate the Contract by giving the other Party 30 days’ written notice.

9 . Consequences of Termination

9.1 On termination of the Contract by the Customer:

(a) The Customer shall immediately pay to the Supplier (i) or (ii) (whichever amount is greater).

(i) All of the Supplier’s outstanding unpaid invoices and interest; (outstanding invoices include those which would be issued within the 30-day notice period).

(ii) All costs reasonably committed to by the Supplier in providing the Services up until the date of termination (this is all invoices which would be issued in the 30-day notice period) whether or not the Services to which the costs relate have actually been supplied (this shall not apply where the Contract is terminated for material breach by the Supplier).

(b) The Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may, on reasonable notice, enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose.

(c) The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

(e) Save for Force Majeure, any promotion or discount offered by The Supplier up to this point, including those already invoiced for, will become invalid and will be upheld at the sole discretion of The Supplier. This may result in a payment being owed to the supplier, which may be collected under the provisions of this agreement. This includes but is not limited to:

(i) Any discounted or free item presented on written correspondence (quotation, invoice, contract, email, etc).

(ii) Any other promotional offer, including multi-year or multi-event discounts.   

9.2 On termination of the Contract by the Supplier

(a) The Supplier shall state the reason for termination and clearly state if it falls under force majeure or is a voluntary termination.

Voluntary termination:

(i) If the Supplier invokes a voluntary termination, they shall produce a document of costs incurred and those committed up to the date of termination (the end of the 30 days’ notice). The Supplier may retain reasonable costs committed up to the point of termination, but must return any other funds from the deposit.

(ii) The Supplier may not commit to further costs after notice has been given.

Force Majeure and other circumstances beyond the suppliers’ or customers’ control:

(i) Should the Supplier need to terminate due to a Force Majeure situation, they have the right to retain the deposit but must attempt to work with the client to remedy the agreement with the Supplier in good faith. The remedy should attempt to reinstate the agreement.

(ii) If a remedy is not possible, the Supplier shall have the right to retain costs incurred and committed at the time of notice of termination.

(ii) All costs reasonably committed to by the Supplier in providing the Services up until the date of termination, (this is all invoices which would be issued in the 14-day notice period) whether or not the Services to which the costs relate have actually been supplied (this shall not apply where the Contract is terminated for material breach by the Supplier);

(b) The Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may, on reasonable notice, enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will no use them for any purpose;

(c) The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

(e) Clause 9 can be used in conjunction with clause 11.1, but cannot contradict it.

10.1  Suitability, Inspection and Acceptance

(a)The Supplier will use reasonable care to ensure that any equipment, accessories and related items supplied (together, Equipment) are in good working order when delivered to, or made available for collection by, the Customer.

(b) The Customer is responsible for confirming that the Equipment is suitable for its intended purpose and must conduct a reasonable inspection on delivery or collection. Any defect or deficiency that is apparent on reasonable inspection must be notified to the Supplier before the Equipment is put into use.

(c) Where the Supplier accepts that the Equipment is defective on delivery/collection, it will, at its option, repair or replace the Equipment without additional charge. Subject always to clause 7 of the Main Terms (Limit of Liability), the Supplier will not be liable for any loss arising from the Customer’s use, or inability to use, the Equipment beyond the remedies set out in this clause 10.1.

10.2  Use, Care and Maintenance

(a) The Customer must use the Equipment in a skilful and proper manner and, except for reasonable wear and tear, keep it in good repair and condition at the Customer’s expense.

(b) The Customer must not: a. open the outer casing of the Equipment (if any) or interfere with its mechanism, nameplates, serial numbers or security marks; b. expose the Equipment to adverse or abnormal conditions (including salt water, spray or excessive vibration); c. permit any repair or attempted repair by anyone other than the Supplier or a person approved in writing by the Supplier.

(c) The Customer is responsible for, and shall indemnify the Supplier against, any loss of or damage to the Equipment (however caused) occurring during the period from delivery/collection until the Equipment is returned to the Supplier in accordance with clause 10.5, except to the extent caused by the wilful misconduct of the Supplier’s personnel.

10.3  Orders and Instructions

(a) All orders, variations and other instructions relating to Equipment hire must be placed in writing by the Customer or the Customer’s authorised representative.

(b) Oral instructions are accepted entirely at the Customer’s risk and must be confirmed in writing within three (3) days. The Supplier is not responsible for any inaccuracy or misunderstanding arising from oral instructions not so confirmed.

(c) The Customer is solely responsible for any statement, representation, guidance or advice it gives to any Technician provided by the Supplier.

10.4  Delivery and Collection

(a) Delivery and/or collection will take place at the times and to the locations agreed in writing between the parties. A signature by any person appearing to be an employee or agent of the Customer will be conclusive evidence of delivery.

(b) The Supplier will use reasonable endeavours to meet agreed times but shall have no liability for any delay or failure caused by events or circumstances beyond its reasonable control (refer to clause 11.1 of the Main Terms – Force Majeure).

10.5  Return of Equipment

1. (a) Unless otherwise agreed in writing, the Customer is responsible for returning the Equipment to the Supplier at the end of the agreed hire period.

2. (b) Where the Supplier agrees to collect the Equipment, the Customer remains responsible for its safety, protection and condition (subject to fair wear and tear) until it is in the Supplier’s possession.

10.6  Hire Charges and Payment

(a) Unless otherwise stated, hire charges are calculated in full‑day increments (each period of up to twenty‑four hours counting as one day) starting from the agreed commencement time.

(b) The Customer is liable for hire charges until the earlier of:
(i.) Return of the Equipment to the Supplier; or
(ii.) (If the Equipment is lost, stolen, damaged beyond economical repair or otherwise irrecoverable) The date on which the Equipment is repaired or replaced.

(c) Charges are payable in accordance with clause 5 of the Main Terms. Late payments attract interest at the rate specified in clause 5.4 of the Main Terms.

(d) In addition to hire charges, the Customer must pay: 
(i) All delivery and collection charges (if applicable);
(ii.) All applicable VAT or other sales taxes; and c. any other costs agreed in writing (for example, travel and accommodation for Technicians).

10.7  Overseas or Hazardous Use

(a) Equipment must not be used in any abnormal or hazardous environment, taken outside the United Kingdom, or used in non‑scheduled aviation without the Supplier’s prior written consent.

(b) The Customer is solely responsible for obtaining all licences, permits and customs clearances necessary for any overseas use. Where the Supplier provides replacement Equipment, its liability is limited to delivery at the original UK address (or collection address, as applicable).

10.8  Title

(a) Title to the Equipment remains at all times with the Supplier. The Customer has a right to possession and use only, subject to these Terms.

(b) The Customer must not sell, assign, mortgage, pledge, underlet, lend or otherwise deal with the Equipment (or any interest in it) and must keep the Equipment free from any lien or encumbrance.

10.9  Deposits (see Main Terms – clause 5)

Where the Supplier requires a deposit for Equipment hire, that deposit is treated as an advance payment under clause 5 of the Main Terms. The deposit (if any) is refundable only after:

(i) the Equipment has been returned in accordance with this clause 10; and

(ii) all sums due under the Contract (including any amounts arising on cancellation or termination under clause 8 of the Main Terms) have been paid in full.

10.10  Additional Termination Events (supplement to clause 8 of the Main Terms)

Without prejudice to the Supplier’s rights under clause 8 of the Main Terms, the Supplier may terminate the Equipment hire immediately by written notice if the Customer:

(i.) Fails to pay any sum due for Equipment hire within seven (7) days of the due date;
(ii.) Breaches any obligation in clauses 10.2, 10.6 or 10.15; or
(iii.) Abandons, or allows third parties to seize, the Equipment.

Termination under this clause is without prejudice to any other rights or remedies and shall not affect the Supplier’s right to recover hire charges accrued up to the date of actual return or replacement.

10.11  Liability and Indemnity

(a) Customer indemnity – The Customer shall indemnify and keep the Supplier indemnified against: (i) any loss of or damage to the Equipment (other than fair wear and tear) occurring during the hire period; and (ii) any claim made against the Supplier by a third party arising out of or in connection with the Customer’s possession or use of the Equipment, except to the extent that such loss, damage or claim is caused by the Supplier’s negligence or wilful misconduct.

(b) Supplier liability – Nothing in these Conditions limits or excludes any liability that cannot be limited or excluded by law. All other liability of the Supplier in respect of Equipment hire is subject to—and shall be limited in accordance with—clause 7 of the Main Terms (Limit of Liability).

10.12  Sub‑Contracting and Assignment

The Supplier may sub‑contract all or part of any order or assign or otherwise deal with its rights and obligations under the Contract without the Customer’s prior consent.

10.13  Customer Materials

The Supplier strongly advises the Customer not to use irreplaceable or original materials in or with the Equipment. The Supplier accepts no responsibility for loss of or damage to such materials.

10.14  Confidentiality

The Supplier will keep confidential all information concerning the Customer’s business that comes into the possession of the Supplier’s personnel in the course of providing Equipment or services, except where disclosure is required by law.

10.15  Insurance

(a) Customer‑arranged insurance – Unless the parties agree that the Supplier will arrange insurance, the Customer must insure the Equipment for its full replacement value (as notified by the Supplier on request) against loss or damage from the time it leaves the Supplier’s premises until it is returned or collected. The policy must note the Supplier’s interest, contain terms no less favourable than those offered by the Supplier’s own insurers and remain in force for the entire hire period.

(b) Supplier‑arranged insurance (if requested) – Where the Supplier agrees in writing to arrange insurance on the Customer’s behalf, the cost will be charged as a percentage of the hire fee. The Customer remains liable for the first £750 of any claim and for any loss or damage not covered by the policy.

(c) Claims – The Customer must notify the Supplier of any loss, theft or damage within twenty‑four (24) hours and, in the case of theft or loss, report the incident to the police promptly. Failure to do so may invalidate cover.

(d) Failure to insure – If the Customer fails to arrange or maintain insurance as required by this clause 10.15, the Customer shall:
(i) be treated as self‑insuring;
(ii) remain fully liable for the full replacement or repair cost of any lost or damaged Equipment and for any associated losses; and
(iii) be deemed to have committed a material breach for the purposes of clause 10.10(ii) and clause 8 of the Main Terms.

11. General

11.1 Force majeure: Neither Party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed provided that if the period of delay or non-performance continues for 4 weeks, the Party not affected may terminate this agreement by giving 30 days written notice to other Party.

11.2 Assignment and Subcontracting:

(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) The Customer shall not, without the prior written or verbal consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.3 Notices: Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other Party personally or sent by secure email, pre-paid first-class post or, recorded delivery or by commercial courier, at its registered office or its principal place of business.

11.4 Waiver: A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the  Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.5 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.6 Variation:

(a) Any variation proposed by the Client, including introducing any additional terms and conditions, shall only be binding when agreed in writing by the Supplier.

(b) From time to time, Production Live may update these Terms and Conditions. Clients with active contracts should be notified of these changes, with 60 days to lodge any complaint, using the dispute mechanisms outlined in these terms. 

(c) During the course of any dispute, the previous version of these terms will prevail until such time as the dispute is resolved in writing. 

(d) The Supplier shall keep archived versions of these terms, to be referred back to, should contractual disputes arise.   

11.7 Dispute Resolution:

(a) Notwithstanding any other provision of this agreement, either Party may refer a dispute arising under this agreement to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations (as amended), which Part shall take effect as if it was incorporated into this clause.

(b) Subject to either Party’s right to adjudicate at any time, the parties shall use their reasonable endeavours to resolve any dispute or difference between them through negotiation or mediation.

(c) No party may commence any court proceedings in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by either negotiation or mediation and either the negotiation or mediation has terminated or the other Party has failed to participate in the negotiation or mediation, provided that the right to issue proceedings is not prejudiced by a delay.

11.8 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.