Terms and Conditions
1. headings
The Headings in these Terms and Conditions are for ease of reference only and shall not be taken into account in the construction or interpretation of any clause to which they refer.
2. definitions
In these Terms and Conditions:
a) "the Company" or “VisionEvents” is Vision Events (Manchester) Ltd
b) "the Client" means the legal person or organisation that agrees to trade with the Company
c) "the Terms" means the terms and conditions of trading contained herein
d) "the Equipment" means all equipment supplied, including (without prejudice to the foregoing generality) all staging and bespoke set elements, all display elements (Plasma screens, wide-screens etc.), all lighting effects, equipment and control, all audio systems, microphones, equipment and control, all video and camera equipment, all projection and display effects and equipment (projectors, LED screens, gobos), autocue, power distribution, all show control machines (laptops, computers), trussing and rigging elements - this is stated in detail on the quotation for each Contract. The Equipment specified on the Contract agreement to include all additions, replacements, removals, accessories including, where applicable, all protective coverings, flight cases, containers, stands, leads, cables, extensions and all other accessories necessary for the operation of the Equipment.
e) "the Personnel" means employees of the Company supplied
(i) including (without prejudice to the foregoing generality) Directors, Project Managers, Event Producers, Creatives, Designers, Technicians, Hire and Event Administrators
(ii) for rigging and de-rigging of Equipment
(iii) independently of the Equipment, for technical support (iv) to arrange all associated logistics and produce the event (v) with Equipment to operate same
f) “the Production Services” means those services requested by the Client – for example, multi-media design, film and editing, script writing, print work (i.e. sponsor, event branding and stage sets), stage design and build and full event production management
g) “the Contract” means the final quotation of Equipment, Personnel and/or Production Services agreed between the Company and the Client
3. the equipment
a) The Company undertakes to use its reasonable endeavours to ensure that the Equipment is in good working order and condition at the point of delivery to the Client (or to a venue nominated by the Client or at the time the Client is informed that the Equipment is available for collection, where applicable).
b) The Client shall examine all Equipment on delivery or Client collection (by whatever means – e.g. Client transport, courier, taxi etc.). If any defect, deficiency or omission is discovered the Company shall replace or repair any defective Equipment, or part thereof, as soon as practically possible without additional charge.
c) The Equipment supplied is intended only to be fit for purpose for which manufacturer designed or intended. Any other use is at the Client’s own risk and responsibility.
The foregoing shall apply provided that:
(i). Immediate verbal notification of any defect or deficiency is made to the Company and/or its representatives,
The Terms of this clause are without prejudice to the Terms of Clauses 11 and 22.
4. property
The Equipment shall at all times remain the property of the Company. The Client shall not re-hire, sub-hire, sub-contract, pledge, cause a lien to be created or otherwise deal with the Equipment or any part thereof unless otherwise agreed in writing between the Company and Client. The Client hereby grants the Company an irrevocable license to enter any premises where the Equipment is stored or in use at any time to inspect the Equipment and where the Client is in breach of any of the Terms herein to repossess its goods.
5. sub-contracting
The Company shall be entitled in its absolute discretion to sub-contract in whole or in part any of its obligations under the Contract.
6. care of the equipment
a) The Company and Client shall keep the Equipment securely at the delivery address advised to the Company and shall use or cause it to be used at that address. The Client shall not remove the Equipment or cause it to be removed without prior written agreement of the Company.
The Company and Client shall ensure that the Equipment is kept in a safe and lock-fast place when at the place of use or place of storage.
To the extent permitted by law, the Company and the Client each agree to protect, indemnify, defend and hold harmless the other party and their respective employees, agents, and independent contractors against all claims, losses or damages to persons or property, governmental charges or fines, and costs, arising out of the negligence or willful misconduct of the indemnifying party in connection with the use or provision of the Company’s services and property. This paragraph shall not waive any statutory limitations of liability available to either party, including with respect to the Company, nor shall it waive any defence either party may have with respect to any claim.
b) The Client shall be responsible for any interference, damage, loss or repair needed to the Company’s Equipment caused by 3rd parties during the Contract period (this includes without prejudice to the foregoing generality) event guests, delegates, event staff, venue staff, sub-contractors by Client, press and PR and other non-event related people)
c) When the Equipment is left unattended during the Contract period (e.g. for multiple day events or to enable delivery/rigging/de-rigging/collection logistics), the Company and Client will be responsible for ensuring the Equipment is in a secure and locked environment. This includes the Company and Client ensuring that if the event is in a venue not under the legal ownership or control of the Client, the management of the venue keep the doors and windows of the room(s) in which the Equipment is housed locked over-night and at all other times when venue staff, VisionEvents Personnel, Client employees or other event related Personnel are not present.
d) Unless otherwise agreed in writing between the Company and the Client, the Client shall not use the Equipment on any abnormal or hazardous assignment, take out of the United Kingdom or take from the ground other than on a regular scheduled flight by any airline recognised by I.A.T.A. The Client shall be solely responsible for obtaining all customs clearances, licenses and permits as shall be necessary to take the Equipment out of the United Kingdom. If any Equipment taken out of the United Kingdom is stolen or is damaged or breaks down the Company shall have no liability to replace it. If the Company agrees to replace the same, the Company's liability shall only extend to delivery of any replacement at an address in the United Kingdom.
e) The Client, when personnel are not provided by the company, shall use or cause to be used the Equipment in a skilful and proper manner and in accordance with the manufacturer’s instructions and shall be responsible for the expense of the repair and condition of the Equipment (save for wear and tear) and further shall take all precautions necessary to ensure its safety and security.
f) The Client, when personnel are not provided by the company, will not interfere in any way with the Equipment or the mechanism thereof or obscure, damage or deface any nameplates, stickers, signs or serial numbers thereon. The Client will not expose the Equipment to the elements and will keep the Equipment protected at all times. The Client, when personnel are not provided by the company, shall store the Equipment in its protective cases provided when not in use and when in transit.
g) Without prejudice to Clause 20 the Client shall be charged with the cost of repair or full replacement as the case may be for loss or damage to the Equipment unless the same shall have been caused by the fault or misconduct of the Personnel. The Client shall not operate the Equipment, rig or de-rig the Equipment or in any way interfere with the Equipment nor appoint any agents for the operation, rigging or de-rigging of the Equipment unless agreed in writing between the Company and the Client where Personnel are not supplied by the Company. The Company reserves the right to request names and details of operators other than its own Personnel and where these details are not forthcoming to exercise its rights under Clause 18 hereof. If the Company is not satisfied with the experience, competence or suitability of operators named the Company reserves the right to substitute their Personnel at the usual rates.
h) The Client shall not repair or attempt to repair the Equipment. The Client shall not request a third party to repair or attempt to repair the Equipment unless otherwise agreed in writing between the Company and the Client. Any repair on behalf of the client could result in the indemnities/warranties becoming void
7. provision of equipment, production services + personnel
a) Where instructions are given by the Client to the Company which are general, non- specific or approximate the Company will use its reasonable endeavours to interpret the Client’s needs and provide suitable Equipment, Production Services and Personnel. The Company however does not warrant the suitability of goods and/or Production Services supplied and shall have no liability for misinterpretation.
b) Where specific Equipment is requested for Contract by the Client and said Equipment is unavailable, the Company reserves the right to substitute Equipment of an equivalent standard, (which may incur an increase in price).
c) Where specific Equipment, Production Services and Personnel have been quoted for by the Company and on confirmation by the Client, they are no longer available the Company has the right to substitute these goods for an equivalent standard, (for the agreed price).
8. filming + editing
a) Where appropriate, the Client shall provide appropriate security arrangements and approvals for any filming commissioned to the Company (security clearance with companies, approvals by parents to film children, approvals with relevant governing bodies - e.g. Councils)
b) Any confidential or proprietary information which is acquired by the Company when filming for a Client, person or entity will not be used or disclosed to any person or entity, except where required to do so by law. If requested and reasonable,. the Company will adhere to the conditions of any Confidentiality Agreement entered in to by the Client provided the Client frees and relieves the Company of any proper and reasonable costs associated there-with,
c) In consideration of and subject to, the final payment of full fees due to the Company with regards to the filming and editing services by the Client, the Company hereby assigns to the Client the full title guarantee of all the present and future copyright and other intellectual property rights howsoever arising in the filmed and edited content.
d) The Company may use selected segments of the completed edit to use for marketing material of the Company.
9. original creative design work
a) Where the Contract requires the Company to create original works - creative design, animations and graphics imagery - the copyright of such shall be the property of the Company in accordance with the Copyright, Designs and Patents Act 1998. The Company shall grant to the Client, at no additional charge, a license to reproduce the images in any quantity and in any part of the world.
b) The Company has the right to use this creative design work - without seeking permission from the Client - as part of its marketing material as examples of its work to future Clients.
10. authority
Any order or instruction given to the Company or a Personnel by the Client or on the Clients behalf - whether verbal or in writing - shall be deemed to be the instructions of the Client. Any person giving an order or instruction to the Company or any Personnel warrants himself to be an authorised agent of the Client. The Company shall not be liable for any misunderstanding or inaccuracies arising from any order or instructions not received by the Company in writing or so confirmed. The Client shall be responsible for any order, instruction, representation or requests for advice made by the Client to any Personnel. Any verbal quotation given by telephone or by Personnel is not binding unless confirmed by the Company in writing.
11. delivery
a) The Equipment shall be delivered and/or collected at such time and place as is contracted between the Company and the Client. If delivered to the Client the signature of any person being or purporting to be the Client, a representative of the Client or an employee thereof shall be sufficient to evidence delivery.
b) The Company shall use its best endeavours to comply with times and dates for delivery as agreed between the Company and the Client subject to Clause 26 to follow hereon. The Company shall not be liable for non-delivery of Equipment or non-arrival of Personnel by a specific time or date.
12. collection
Unless otherwise agreed in writing between the Company and the Client it shall be the responsibility of the Client to return the Equipment to the Company on the Termination of the Contract. If the Company is on site with the equipment or agrees to collect the Equipment on Termination of the Contract, the Client and Company shall remain responsible for the secure storage, repair and condition of the Equipment until collection.
13. contract period
The Contract period shall commence when the Equipment leaves the Company’s premises either by delivery of the Equipment by the Company to the Client or agreed venue, or on collection by the Client and shall end when the Equipment is returned to the Company’s premises by the Client or the Company. If any Equipment is lost or damaged the Contract period shall be extended until the Company is able to repair or replace it. The foregoing is without prejudice to Clause 18 to follow hereon.
14. additional services + expertise contracted by the client
Where the Client instructs the Company to provide additional Equipment, Personnel or Production Services (whether with-in or out-with office hours), these additional works will be charged at normal rates.
15. payment
a) The Client shall pay to the Company the Contract charges as demanded by the Company. Payment shall be made by the due date. Payment shall be made to the Company's address as specified. Punctual payment is essential. Payment by post is at the Client's risk.
b) Payment Terms - options:
(i) For normal hires and events with existing Clients, full payment must be made strictly within 30 days from the invoice date.
(ii) For larger events, VisionEvents may request up to 50% pre-payment of the total Contract charges to be invoiced in advance and to be paid in full a minimum of 7 days prior to the first day of the event. The remainder of the Contract will be invoiced post event and must be paid in full strictly a maximum of 30 days from that invoice date or sooner if agreed with the Client.
(iii) For new Clients and for projects with Contract charges in excess of £100,000, or for any reason deemed necessary by VisionEvents acting reasonably, VisionEvents may request up to 100% pre-payment of the Contract charges to be invoiced in advance and paid in full a minimum of 14 days prior to the first day of the event. Any additional costs incurred will be invoiced post event and must be paid in full strictly a maximum of 30 days from that invoice date, or sooner if agreed with the Client
c) If any of the above Payment Terms are not adhered to, VisionEvents reserve the right the cancel any discounts or specific incentive pricing and to recharge the Client the difference of the cost of full pricing on a separately produced invoice. Also, without prejudice to any other rights or remedies, VisionEvents reserves the right to charge interest on all unpaid
invoices as at the due date at 4% per annum above the base rate of The Bank of England on a month to month accumulating basis.
d) Any discount offered by the Company is discretionary per Client and is offered within a time sensitive window. The Company reserves the right to remove the offered discount(s) if confirmation of the Contract is not received from the Client in a timely manner, within the stated discount time period. This will be clearly stated on the Company’s quotation and accompanying literature to the Client.
e) The Company reserves the right to request a deposit in respect of Equipment hire. This deposit shall be paid prior to delivery (or Client collection by whatever means) of the Equipment. If the deposit is not paid on time the Company reserves the right to withhold delivery and to exercise any rights or remedies available to it including default remedies under Clause 18 hereof. The Company reserves the right to retain any deposits paid to them to account of other sums due and resting owing to them by the Client. The Client shall not be entitled to set-off any deposit paid against any demand for payment made by the Company. The Company shall return deposits only when payment in full has been received by the Company.
f) Payment shall be made in Sterling currency unless otherwise agreed in writing by the Company. Where the Client pays in any other currency, in converting sums due in payment to Sterling, the Company’s bank’s exchange rates as at the due date for payment shall apply.
g) The Client shall pay Value Added Tax, or similar tax, at the applicable rate in addition to all charges due to be paid by the Client to the Company at the due date together with any other applicable taxes or charges levied.
16. disputes
a) Any disputes on invoices require to be intimated by the Client to the Company in writing within 7 days of invoice date. If intimation is made timeously the Company shall use its reasonable endeavours to investigate the Clients claims. Where timeous intimation is not made the Company reserves the right not to accept any claims thereon.
b) Should the Client be dissatisfied with the performance of the Company intimation thereof must be made in writing to the Company within 7 days of completion of Contract. The Company will use its best endeavours to resolve any matters addressed by the Client provided timeous intimation is made.
17. termination
This Contract may be terminated forthwith by the Company if the Client: a) Being a Company
(i) shall pass a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all the obligations of the Client under this agreement) and/or
(ii) a Court shall make an order to that effect, or
(iii) shall cease to carry on its business or substantially the whole of its business
b) Being a partnership shall be dissolved, or c) Being an individual shall:
(i). commit an act of Bankruptcy, or (ii). shall die, or
(iii) become or be declared insolvent.
18. default
If the Client :
a) fails to pay when due any sum payable to the Company including any sum required by way of deposit and/or pre-payment, and/or
b) fails to observe or perform any of the provisions hereof; the Company may (without prejudice to any other right or remedy) after notice summarily cancel the Contract and/or withhold delivery of services; and/or stop Equipment in transit and to repossess Equipment if it has been delivered; and the payment of the price of any Equipment on hire, Production Services and Personnel or ancillary charges to that Client shall immediately become due.
19. cancellation
If the Client cancels the Contract or any part thereof or any order placed with the Company it shall be liable by way of liquidated damages for the payment of charges in accordance with the following:
a) where the event is cancelled or curtailed by the Client 30 days or less of the scheduled delivery date of the Equipment to the stated venue, the full quoted fees and expenses are payable by the Client (100% of the Contract - final agreed quotation)
b) where the event is cancelled or curtailed by the Client 30 days or more of the scheduled delivery date of the Equipment to the stated venue, half of the quoted fees and expenses are payable by the Client (50% of the Contract - final agreed quotation)
c) where the Client cancels any order and such cancellation renders abortive any preparatory work done or expenditure incurred by the Company to meet the Clients requirements, then without prejudice to and notwithstanding the foregoing, a fair and reasonable cancellation charge shall be payable.
20. risk
The Equipment shall be at the risk of the Client during the Contract period. The Client is responsible for loss of hire charges by the Company following loss or damage to hired Equipment up to £30,000 or 13 weeks hire charges, whichever is the lesser figure. All hire Equipment in the contract must be insured with an all risks and “New for Old” basis. Unless otherwise agreed in writing under Clause 21 hereof the Client shall be responsible for insuring the Equipment to its full replacement insurable value for new Equipment (or similar new Equipment when the particular make or model is no longer available) against all loss and damage whatsoever.
21. insurance
a) Unless otherwise agreed in writing between the Company and the Client or included and stated within the Project Management Fee, the Client shall pay an additional 10% of the total Equipment hire cost to the Company being an Equipment Insurance Waiver against loss or damage to the Equipment during the Contract period providing cover affording full replacement with new Equipment. The Client will be liable for the first £250 of loss arising from each and every claim arising from an event or occurrence and for neglect, loss, loss of use or consequential loss by their personnel, clients or attendees. The Client shall comply with the terms, exclusions and conditions of the Company’s Insurance Policy to the Terms and Conditions of Business of VisionEvents and should these be breached by the Client (resulting in the Insurance Policy being rendered void or voidable in the event of loss or
damage), the Client will meet the cost of replacing, repairing, renewing any Equipment in full (including any Excess in respect of the Insurance Policy).
b) For larger events, VisionEvents applies a Project Management Fee, which includes the Equipment Insurance Waiver as detailed in Clause 21(a). The industry specific ‘Focus’ Insurance Policy offers cover to VisionEvents (not transferable to the client) enabling the Company to give peace of mind to Clients and includes cover against; Loss of Hire Charges, Business Interruption, Property Damage, £100,000 cover for Production Insurance for both Multi-Media and Producers Indemnity, £250,000 cover for Professional Indemnity, £10,000,000 Employers liability and £10,000,000 Public/Products liability cover. c) Where the Client effects their own Insurance under Clause 20, the Client shall ensure that the Company’s interest is noted by the Insurers. The Client shall provide the Company with such Insurance details as they require. Insurance arranged by the Client shall not be on terms less favourable than that of the Company’s Insurers - i.e. as a minimum it shall address all risks and new for old replacement.
22. liability
To the extent permitted by law, Company and the Client each agree to protect, indemnify, defend and hold harmless the other party and their respective employees, agents, and independent contractors against all claims, losses or damages to persons or property, governmental charges or fines, and costs (including reasonable legal costs and fees), arising out of the negligence or willful misconduct of the indemnifying party in connection with the use or provision of the Company’s services and property. This paragraph shall not waive any statutory limitations of liability available to either party, including with respect to the Company, nor shall it waive any defence either party may have with respect to any claim.
The Company’s liability under the Terms hereof shall be to the exclusion of any other liability to the Client (other than for death or personal injury caused by the Company’s negligence as defined in Section 1 of Unfair Contract Terms Act 1977) whether contractual, delictual or otherwise for faults in the Equipment, for any death or personal injury caused by the Equipment, or for any loss or damage to or caused by the Equipment. Where the services of Personnel are supplied by the Company to the Client, the Company has no obligation, duty or liability to the Client in contract, delict or breach of statutory duty or otherwise beyond that of a duty to exercise reasonable care.
23. theft of equipment
Without prejudice to any of the foregoing, in the event of theft of any Equipment during the Contract period the Client and Company shall immediately report theft to the Police and provide the each other with full details of that report.
24. copyright
The Company shall not be liable for the use of any material protected by Copyright, Trademark or otherwise, supplied or requested by the Clients. The Client agrees to indemnify the Company against all claims or actions in respect of all such foregoing matters inclusive of legal fees and expenses.
25. relaxation
No relaxation delay or indulgence of these Terms which the Company may extend to the Client shall affect the Company’s rights as specified herein or any other rights or remedies available to the Company.
26. force majeure
The parties' performance under this agreement is subject to Acts of God, results of War, or natural disaster (which makes it impossible for either party to perform its obligations under the agreement), civil disorder (which directly threatens the operation of the venue or its customers), a complete cessation of air transportation to and from the event location for the scheduled event, or other circumstances which make it objectively impossible or illegal for either party to perform its obligations under the agreement.
An informational picket shall not constitute such circumstances. A party seeking to have its obligation to perform excused pursuant to this provision must notify the other party in writing of its intention to invoke this provision within three 3 days of the occurrence of a qualifying event of circumstance. The Company and the Client agree to confirm a new event date within the coming 6 months, within a month of the Force Majeure happening. The deposit(s) paid by Client will be retained by the Company and used for the event at a future date.
The Company shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following:
a) Acts of God;
b) riot, civil commotion or disorder;
c) terrorism or civil war;
d) the act of any government or authority;
e) fire, explosion, flood, fog or bad weather;
f) theft, malicious damage, strike, lock-out or any industrial action;
g) power failure, failure of telecommunication or Internet Services, failure or breakdown of plant or machinery or Equipment or vehicles; or
h) any cause or circumstance out-with the Company’s reasonable control.
27. jurisdiction + choice of law
a) These Terms and Conditions shall be governed by the Laws of England and Wales and shall be construed as such.
b) The Company and the Client agree to prorogate the jurisdiction of any dispute and to commence any proceedings thereon to the English Courts.