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 terms and 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 whatsover.
Completion Certificate: A 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 arising (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 the laws of England and Wales including 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 Supplier’s artist/client, for Company as set out in the Purchase Order, the 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 Event 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 and Conditions.
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 Conditions 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 in line with the Conditions 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 to provide the services, carry out their obligations in a professional manner, with reasonable care and skill 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 shall be as described, of satisfactory quality and fit for purpose and shall be free from defect and in a new, well serviced and clean condition on handover. Supplier warrants that the Services shall be carried out with reasonable care and skill.
2.3 Supplier shall ensure that all Goods and/or Hired Goods and/or Services arrive on site on time (time being of the essence) 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 and in accordance with these terms and Conditions.
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 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 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 if earlier. For the avoidance of doubt if 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 Supplier’s 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 written 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 in dispute 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 not accept invoices delivered more than three months post the Event date and the Contract shall be deemed terminated should invoices not 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 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) accounts@houghtonfestival.co.uk 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 may result in refusal of access to site and ultimately failure of fulfilling Supplier’s obligations under these terms and Conditions.
5.6 Suppliers are asked to adhere to the ground transfers schedule agreed prior to the Event. Due to restricted phone and internet signal, Company is not able to make any amendments, and takes 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 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 employer’s 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 which are available at [please insert web address].
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 – FORCE MAJEURE
9.1 “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation act of God, flood, high winds, drought, earthquake or other natural disaster (whether actual or forecast); epidemic or pandemic; terrorist attack, civil war, civil commotion or riots; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any nationwide action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; major interruption or prolonged failure of utility service.
9.2 If a party is prevented, hindered or delayed in or from performing any of its material obligations by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of agreement or otherwise be liable for any such failure or delay in the performance of such material obligations. The time for performance of such material obligations shall be extended accordingly.
9.3 The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event but no later than one (1) day from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and to use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under this agreement.
9.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than three (3) days, either party may terminate this agreement with immediate effect and neither party shall be liable to the other for any costs or expenses incurred or lost by the other party as a result of such termination.
9.5 The Supplier acknowledges that the current concerns surrounding the spread of the Coronavirus may result in the Festival being cancelled on short notice on the advice of the British Medical Association or similar body. This will be a Force Majeure event. In such circumstances neither party will have any liability to the other for expenses and costs incurred prior to the date of cancellation and otherwise howsoever including any loss of profit or anticipated loss of profit.
10 – REMEDIES
10.1 If the Goods and/or Hired Goods and/or Services are not delivered in line 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.
11 – TERMINATION
11.1 Company may terminate any Contract with immediate effect with no liability to Supplier if in the Company’s reasonable opinion the Supplier is unable to fulfil its obligations to the Company in respect of the Event.
11.2 Under these Conditions Either party may terminate any Contract upon serving written notice via email to the other party if:
11.2.1 Either party is in breach of any of the terms of this contract and fails to remedy the same within fourteen (14) days of such notice.
11.2.2 Either party is bankrupt, wound up or becomes insolvent.
12 – GENERAL
12.1 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.
12.2 A person who is not a party to a Contract or these Conditions shall not have any rights under or in connection with it.
12.3 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.
13 – ACCOMMODATION
13.1 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.
13.2 While Company will do everything possible to provide early check in, and late check out, Company cannot guarantee this provision.
13.3 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.
13.4 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.
13.5 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.
14 – TRANSFERS
14.1 Transport or transfers 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 the full name of the person requiring the transport / transfer and travel details must be provided to Company at least four weeks prior to the Event.
14 – SOUND CHECKS
14.1 Due to the nature of the Event sound checks are not possible. By request Supplier or Supplier’s artist(s) can apply for a line check. If agreed by the Company the Event technical production team will liaise with the Supplier or Supplier’s artist(s) / manger in this regard.