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Event Production Agency

General Terms of Contract:

If any disputes arise in regard to the content of this document, the Party’s must refer back to these this section of the contact, in order to resolve and remedy and 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 10.6

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 Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier, which is not set out in the Contract.

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 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 clause (4.2), obligations set out in (4.1) or obligations set out in the above section named “customer responsibilities”.

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 in time to 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 and

(b) suspend all Services until payment has been made in full.

5. Confidentiality

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. Publicity

6.1 The Supplier shall seek written consent from the Customer’s intellectual Property Rights in connection with advertisements or publicity to promote the Supplier’s business.

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 section 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 shall have 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 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.

9.2 On termination of the Contract by the Supplier

(a) the Supplier shall state the reason for termination, and state clearly 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 a right to retain costs to 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 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) Clause 9 can be used in conjunction with clause 10.1, but cannot contradict it.

10. General

10.1 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 result 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 14 days written notice to other Party.

10.2 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.

10.3 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.

10.4 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.

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

10.6 Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.

10.7 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.

10.8 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.