In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document.
Contract: the contract between Company and Supplier for the provision of Goods and Services or provision of Freelance Staff Services as constituted by these Conditions and the Purchase Order.
Company: the purchaser detailed in the Order.
Company Policies: all Company policies, procedures, instructions, site rules and standards, as set out in the Purchase Order or otherwise notified to Supplier by Company from time to time, in any manner whatsoever.
Completion Certificate: A Company standard document available from the Company site office that both Supplier and Company are required to sign in order to verify completion or delivery of Goods or Hired goods in compliance with this order.
Delivery Note: A note confirming what has been delivered to site, on what date and at what time signed by both the Company and Supplier.
Event: The event identified in the Purchaser Order for which the Goods or Hired Goods are intended.
Goods: the goods (or any part of them) including Hired Goods where applicable, as set out in the Purchase Order, or as otherwise made known to Supplier by Company from time to time, whether verbally or otherwise.
Hired Goods: any goods to be supplied by Supplier to Company on a hire, rather than transfer of title, basis.
Hire Period: the period of time between the Delivery Date and Collection Date as set out in the Order or as otherwise agreed in writing by the parties to the Contract.
Losses: means any and all direct, indirect or economic loss (including loss of profits), claims, actions, proceedings, awards costs, damages, fines, expenses, fees (including legal and other professional fees), actions, proceedings, settlements, penalties, judgements, demands and liabilities of any nature whatsoever and whether or not reasonably foreseeable or avoidable.
Purchase Order: Company’s order for the Goods and/or Services.
Payment Date(s): means the date(s) set out in the Purchase Order, or if none, within 30 days from the date of the relevant invoice;
Relevant Laws: means all relevant statutes, regulations, by laws, ordinances, subordinate legislation, common law and binding court orders; all applicable industry codes, policies, guidelines and standards together with all licences (including any premises licence) and all local authority permissions, licences and authorisations). This includes all legislation relating to money laundering, anti-bribery and anti-slavery.
Services: means any work and/or services to be performed by Supplier or by the Suppliers Artist/client, for Company as set out in the Purchase Order, supplier quote or scope of works, or as otherwise made known to Supplier by Company from time to time, whether verbally or otherwise.
Storage Charge: A fee chargeable to the Supplier should their goods or Hired Goods be required to be stored on site outside of the Hire Period. Such fee shall be calculated at the earliest possible point by Company in a fair and open market manner.
Supplier: the person, artist or firm identified as supplier of the Goods/Services on the Purchase Order. For the avoidance of doubt in the case where a person, artist or firm is identified as supplier of the Goods/Services on the Purchase Order and is acting on behalf of an person, artist or firm appearing at the festival that person, artist or firm will act and take full contractual responsibility for their client (person, artist or firm) for the duration of the agreement set out within these terms.
1 – BASIS OF CONTRACT
1.1 This Purchase Order constitutes an offer by the Company to purchase and/or hire the Goods and/or Hired Goods and/or Services in accordance with these Conditions.
1.2 The Purchase Order shall be deemed accepted and a binding contract will be effective on the earlier of (a) Supplier issuing a written acceptance of the Purchase Order; or (b) Supplier doing any act consistent with fulfilling the Purchase Order; or (c) Supplier issuing an invoice(s) to Company in relation to the Purchase Order.
1.3 In the event of a conflict between the terms of the order and these Conditions, these terms shall prevail.
2 – THE GOODS AND SERVICES
2.1 By accepting this Purchase Order in line with Section 1 of these terms, Supplier is contracted to provide the Goods, and/or Hired Goods and/or Services on the dates and inline with the terms set out in this order.
2.2 Supplier shall ensure that all individuals engaged by it in relation to the Goods, and/or Hired Goods and/or Services are adequately trained and qualified, have sufficient experience, carry out their obligations in a professional manner and in accordance with best industry practice and in line with the Company Policies.
2.2 Supplier warrants and undertakes that the Goods and/or Hired Goods and/or Services shall be free from defect and in a new, well serviced and clean condition on handover.
2.3 Supplier shall ensure that all Goods and/or Hired Goods and/or Services arrive on site on time and as set out in this Purchase Order or in subsequent communication, accompanied by a Delivery Note which is to be delivered to the site office prior to leaving site, signed on site by Company.
2.4 Supplier warrants to carry out, or to ensure that any other third party engaged by Supplier, carries out, the delivery and provision of the Goods and/or Hired Goods and/or Services in a professional and competent manner.
2.5 In the case of a freelance member of staff or similar, if, due to extenuating services, Supplier is not able to fulfil the role contracted, Supplier is obliged to inform Company of such instance and find a suitable replacement immediately.
2.6 In the case of a freelance member of staff or similar, all Suppliers are required to arrive onsite one day prior to the day commencement of the Services and leave one day post the end of the Freelance Staff Services.
3 – HIRED GOODS
3.1 Company shall enjoy quiet possession of the Hired Goods or Services during the Hire Period.
3.2 Supplier shall remain at all times responsible for all losses and/or damage to the Hired Goods whilst they are on site, up until the point that an official Completion Certificate or Delivery Note is signed by both both Supplier and Company. For the avoidance of doubt this includes, but is not limited to, the setting up or taking down of Hired Goods or transiting Hired Goods around site.
3.3 Following hand over of Hired Goods or Services Company shall remain responsible for the Hired Goods or Services up until the agreed point of off hire or until the Supplier arrives on site to begin removing Hired Goods from site. For the avoidance of doubt if the the Supplier is late picking up Hired Goods or Services, Company will no longer be responsible for said Hired Goods or Services beyond the off-hire date.
3.4 Supplier, at its own cost, shall immediately replace or source replacement of any broken, faulty or missing Hired Goods or Services should loss or damage occur whilst the goods are under Suppliers control, such replacement shall be undertaken in the most time efficient manner to ensure the Hired Goods or Services are supplied in time for the Event.
3.5 Supplier shall insure the entire Hired Goods or Services against any and all losses or damage during the Hire Period.
3.6 Supplier shall install and remove the Hired Goods or Services from site as set out in the terms of the Purchase Order or Supplier quote or scope, or any subsequent communication between parties. If Supplier is late in removing Hired Goods from site the Company shall be entitled to charge, and the Supplier shall be responsible in full for, a Storage Charge to the Supplier.
3.7 During the Hire Period Supplier accepts that fair wear and tear will happen and that all hired goods may return needing to be cleaned or serviced. Company does not accept any liability for cleaning, servicing or correction of fair wear and tear to any Hired Goods.
4 – PRICE AND PAYMENT
4.1 The price of the Goods and/or Hired Goods and/or Services stated in this Purchase Order shall not change during the Hire Period, or the period of time between confirmation of this order and hand over of Goods and/or Hired Goods and/or Services on site.
4.2 No extra charges over and above the charges stated in this Purchase Order shall be applicable unless agreed in writing and signed for by Company.
4.3 Company endeavors to pay all invoices within 30 business days of the agreed payment dates, however delays may occur. All invoices will be paid no later than 45 business days of the agreed payment dates unless Company declares the invoice is indispute for any reason, in this situation the invoice will be held unpaid until the dispute is resolved between Company and Supplier.
4.4 Company shall accept no invoices delivered more than three months post the event date and this contract shall be deemed terminated should no invoices be received prior to that date. Failure to pay any invoices delivered more than three months post the event date shall not be deemed breach of this Contract.
4.5 In order to be deemed valid, all invoices must contain the following information: Company’s name, Company’s order number, Purchase Order Number, service description, Suppliers registered office address, where appropriate Suppliers VAT number and all Suppliers VAT details as required by HMRC to form a valid VAT invoice.
4.6 Company does not accept any invoices via post. All invoices must be delivered via email ensuring that A) firstname.lastname@example.org and B) Suppliers primary point of contact within the Company are both included on the email distribution list.
4.7 Where Company pays any part of the price of the Goods and/or Hired Goods and/or Services as a deposit, such deposit shall be immediately recoverable upon any breach of Contract by Supplier.
5 – ADVANCING & SUPPLIER/STAFF WELFARE
5.1 Company is not responsible for any form of travel reimbursement for any Supplier and/or member of Suppliers team or subcontracted third party, carrying out services at the Event unless explicitly agreed in writing with the Company at least two weeks prior to arrival on site.
5.2 Company is not responsible for provision of catering services, for any Supplier and/or member of Suppliers team or subcontracted third party, carrying out services at the Event unless explicitly agreed in writing with the Company four weeks prior to arrival on site.
5.3 Company is not responsible for provision of accommodation, for any Supplier and/or member of Suppliers team or subcontracted third party, carrying out services at the Event unless explicitly agreed in writing with the Company 16 weeks prior to arrival on site.
5.4 All Supplier accreditation forms detailing times of arrival, staff names, contact information and catering requests amongst other things, must be submitted to Company four weeks prior to start of the Event.
5.5 All contracted Supplier(s) and/or members of Supplier(s) team or subcontracted third party must provide full names for all staff in advance to Company and a valid photo ID must be presented when collecting their accreditation at the Event. Failing to provide so might result in no access to site and ultimately failure of fulfilling commitments under these terms.
5.6 Suppliers are kindly asked to adhere to the ground transfers schedule agreed prior to show. Due to restricted phone and internet signal, Company are not able to make any amendments, and take no responsibility for Supplier or Artist(s) should they not turn up for transfers on time.
5.7 If a Supplier is driving to site, they are obliged to send car make, model and registration plate number at least 10 business days prior to the Event to their on site event contact so correct vehicle accreditation can be granted.
5.8 Guest list places or complimentary tickets to the Event are not provided by the Company unless agreed in writing at least 4 weeks prior to the Event. If granted, details of each person on the guest list including email and full name are required to be submitted at least 15 business days prior to the Event. Any submission post this date will not be processed and will not be valid for entry. There will be no exceptions made.
6 – INSURANCE
6.1 During the term of the Contract, the Supplier, unless agreed otherwise, shall maintain:
6.1.1 public liability insurance with a limit of no less than £5 million;
6.1.2 employers liability insurance with a limit of no less than £5 million; and
6.1.3 product liability insurance with a limit of no less than £5 million,
6.2 Supplier shall provide to Company the insurance certificate of each of the required insurances giving details of cover and confirmation of payment of the premium no later than 1 month prior to the Delivery Date.
7 – RULES, POLICIES AND LICENCES
7.1 Supplier shall comply, and shall procure that all its employees and subcontractors shall comply, with all Relevant Laws and Company Policies.
8 – INDEMNITY AND LIABILITY
8.1 Nothing hereunder shall exclude or be deemed to exclude liability for death or personal injury arising from the negligence of either party or any person for which that party is vicariously liable; fraudulent misrepresentation; any indemnity given hereunder; or any other liability the exclusion or limitation of which is prohibited by law.
8.2 Without prejudice to any rights or remedies implied by statute or common law, or under any provisions of the Contract, the Supplier shall indemnify, and keep fully and effectively indemnified, the Company from and against any and all Losses incurred or suffered by it, arising directly or indirectly out of or in connection with:
8.2.1 any breach of any term of the Contract by Supplier;
8.2.2 any act or omission of Supplier;
8.2.3 death, personal injury, loss or damage caused by or in connection with the Goods and/or Hired Goods and/or Services.
8.3 Subject to the above, Company shall not be liable, whether such liability arises in contract, tort (including negligence) or otherwise, for any indirect, special or consequential loss or damage; even if the relevant party has been advised of the possibility of such loss or damage.
8.4 Subject to clauses 8.1 and 8.2, Company’s maximum aggregate liability under these Conditions (whether in contract, tort, or otherwise (including any liability for any negligent act or omission)) howsoever arising out of or in connection with the performance of its obligations under these conditions in aggregate shall be the amount of the total monies due, as at the date of such liability manifesting, to be paid to Supplier.
9 – REMEDIES
9.1 If the Goods and/or Hired Goods and/or Services are not delivered inline with the Conditions of this Purchase Order, or where not conflicting with these Conditions as set out in the approved Suppliers terms or invoice, Company shall have the right to terminate the contract at any point, reject the Goods and/or Services and/or require the Supplier to repair or replace the rejected Goods and/or Services.
10 – TERMINATION
10.1 Under these Conditions Company may terminate any Contract with immediate effect with no liability whatsoever to Supplier if Supplier’s financial status falls to such a level that Company deems it is no longer able to fulfil its services under this Purchase Order.
10.2 Under these Conditions Either party shall be able to terminate any Contract upon serving written notice via email to the other party if:
10.2.1 Either party is in breach of any of the terms of this contract.
10.2.2 Either party is bankrupt, wound up or becomes insolvent.
11 – GENERAL
11.1 If any paragraph of these Conditions shall be held or declared to be void, invalid or illegal, for any reason, by any court of competent jurisdiction, such provision shall be ineffective but shall not in any way invalidate or effect any other clause, Paragraph, section or part of these Conditions.
11.2 A person who is not a party to a Contract or these Conditions shall not have any rights under or in connection with it.
11.3 Each Party shall act solely as an independent contractor, and nothing in these Conditions or any relevant Contract shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.
12 – ACCOMMODATION
12.1 Accommodation will not be provided for any contracted member of staff, contracted Supplier and/or member of Suppliers team or subcontracted third party, carrying out services at the Event without prior approval from Company.
12.2 While Company will do everything possible to provide early check in, and late check out, Company cannot guarantee this provision.
12.3 Upon check out, room keys need to be left inside the room by the resident. Supplier shall be liable for a 100 GBP charge, for any accommodation keys lost or not returned to Company prior to departure.
12.4 Whilst on site, in off site third party accommodation or in an official event vehicle booked for the contracted member of Staff, contracted Supplier and/or member of Suppliers team or subcontracted third party by the Company, Company does not take any responsibility for lost, stolen or damaged items and goods. Any damages made or losses incurred by the contracted member of staff, contracted Supplier and/or member of Suppliers team or subcontracted third party whilst on site, in off site third party accommodation or in an official event vehicle will be charged back to the Supplier directly.
12.5 On checking into any third party accommodation the contracted member of staff, contracted Supplier and/or member of Suppliers team or subcontracted third party, not Company, will be party to any contracts or check in policies required to be signed on arrival.
13 – TRANSFERS
13.1 Transport transfer of any kind are not provided by the Company unless agreed in writing by the Supplier or Artist with the Company at least 8 weeks prior to the Event. Supplier or Artist(s) transfers are provided for contracted Supplier or Artist(s) only with prior approval from Company. If transfers are required please make travel arrangements with the Company accordingly. If approved their full name and travel details must be provided to Company so transfers can be arranged accordingly.
14 – SOUND CHECKS
14.1 Due to the nature of the Event sound checks are not possible. By requests live Supplier or Supplier’s Artist(s) can apply for a line check, if successful the Company will put the Supplier or Supplier’s Artist(s) or their manger in touch with the events technical production team to organise.