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Contract summary and agreed schedules will be included based on quotation and specification of order which will be included when hiring our goods and services.
1.1 The following definitions and rules of interpretation apply in this Contract.
|“Applicable Laws”||all applicable laws, statutes, regulations and codes from time to time in force.|
|“Audio Visual Technical Production”||means product specification and technical management along with hiring audio visual, lighting and rigging equipment to live events at the Event Venue internally and externally in temporary installations and as further set out in Schedule 1.|
|“AVI’s Materials”||any equipment, including tools, systems, cabling or facilities, provided by AVI to the Customer and used directly or indirectly in the supply of the Services including any such items specified a relevant Schedule.|
|“Business Hours”||the period from 9.00 am to 5.00 pm on any Business Day.|
|“Business Day”||a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.|
|“Change Order”||has the meaning given in clause 12.1.|
|“Charges”||the payments made by or on behalf of Customer for hire of the Equipment, for Services for Sale Products and/or costs and expenses (as the case may be).|
|“Commencement Date”||the date as defined in clause 19.1.|
|“Content Creation Services”||means the creation of digital material in form of video and audio content for display on video and audio systems and as further set out in Schedule 2.|
|“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures”||as defined in the Data Protection Legislation.|
|“Customer”||means the customer as set out on the Contract Summary.|
|“Customer’s Materials”||any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in any of the Schedules.|
|“Customer Documentation”||all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to AVI in connection with the Equipment and/or Services.|
|“Data Protection Legislation”||the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).|
|“Deliverables”||any output of the Services to be provided by AVI to the Customer as specified in a relevant Schedule and any other documents, products and materials provided by AVI to the Customer in relation to the Services (excluding AVI’s Materials).|
|“Delivery”||the transfer of physical possession of the Equipment and/or the completion of the Services to the Customer (as the case may be).|
|“Design and Build Services”||means the conceptual and creative design for any stage, set & scenic backdrop for an Event to include product specification, manufacturing and installation of the designed concept and Equipment for temporary installations as further set out in Schedule 3.|
|“Dry Hire”||where the Customer hire the Equipment but will not be provided any Services by AVI.|
|“End Date”||the last day of the Rental Period as set out in the Contract Summary.|
|“Equipment”||the items of equipment listed in the Quote and all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.|
|“Event”||the event(s) for which the Equipment and/or Services are being provided as set out in the Contract Summary.|
|“Event Venue”||means the location where the Equipment and/or Services will be located and/or performed as set out in the Contract Summary.|
|“Exhibition Services”||means the conceptual designs and creative design for exhibition stands at events at the Event Venue. This includes but is not limited to fabrication of material, electrical installation, digital print and furnishings, installation of the designed concept and temporary installations at events as further set out in Schedule 4.|
|“Force Majeure Event”||means any circumstance not within a party’s reasonable control including, without limitation:
a) acts of God, flood, drought, earthquake or other natural disaster;
b) epidemic or pandemic;
c) 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;
d) nuclear, chemical or biological contamination or sonic boom;
e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
f) collapse of buildings, fire, explosion or accident;
g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
h) non-performance by AVIs or subcontractors; and
i) interruption or failure of utility service.
|“Furniture Hire”||means renting variety of furniture and furnishing products at the Event Venue in a creative design for the Event space and temporary hire for live events as further set out in Schedule 5.|
|“Initial Term”||The initial term of the Contract as set out in the Contract Summary.|
|“Intellectual Property Rights”||patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world in relation to the Services, Deliverables and Equipment.|
|“Permanent Installation Services”||means technical audio visual equipment specification and permanent installation of the Customer’s design brief at the Event Venue as further set out in Schedule 6.|
|“Power Services”||means the design of temporary exhibition and event power, installation and management of power (including electric) to the Events at the Event Venue internally & externally as further set out in Schedule 7.|
|“Print Services”||means the digital format print design and printing of various print materials and installation of the same at Event Venue for temporary Event branding as further set out in Schedule 8.|
|“Sale Products”||equipment and products AVI sells to the Customer as set out in the Quote.|
|“Project Management Services”||means consultation and management services for Events internally & externally including operation, logistical, technical, temporary installation of all Services that AVI is appointed to manage at the Event Venue as further set out in Schedule 9.|
|“Quote”||the quotation document given to the Customer with the same Quotation No as set out in the Contract Summary.|
|“Rental Period”||the period of hire as set out in the Contract Summary.|
|“Services”||means any one or more of Audio Visual Technical Production, Content Creation Services, Design and Build Services, Exhibition Services, Permanent Installation Services, Project Management Services, Print Services, Power Services and Furniture Hire provided to the Customer as identified and reflected in the relevant Schedules attached to this Contract.
|“Start Date”||the first day of the Rental Period as set out in the Contract Summary.|
|“Term”||has the meaning set out in clause 19.2.|
|“Total Loss”||due to the Customer’s default the Equipment is, in AVI’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.|
|“UK Data Protection Legislation”||all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.|
|“VAT”||value added tax or any equivalent tax chargeable in the UK or elsewhere.|
- Clause, Schedule and paragraph headings shall not affect the interpretation of this Contract.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
- The Schedules form part of this Contract and shall have effect as if set out in full in the body of this Contract and any reference to this Contract includes the schedules. References to clauses and Schedules are to the clauses and Schedules of this Contract and references to paragraphs are to paragraphs of the relevant Schedule.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.
- A reference to writing or written includes fax and e-mail.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- A reference to this Contract or to any other agreement or document referred to in this Contract is a reference to this Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Contract) from time to time.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Clauses 2 to 6 shall only apply to the hiring of Equipment.
2. Rental Period
2.1 AVI shall hire the Equipment to the Customer for use at the Event Venue subject to the terms of this Contract.
2.2 The Rental Period starts on the Start Date and ends on the End Date unless terminated earlier in accordance with this Contract.
2.3 If the Customer does not accept Delivery or otherwise collect the Equipment by the Start Date (as the case may be), then, unless there is a Force Majeure Event preventing Delivery, the Rental Period shall commence regardless and the Customer is liable for Charges relating to the entire Rental Period.
2.4 AVI shall not, other than in the exercise of its rights under this Contract or applicable law (or if required to do so in supplying the Services and Deliverables), interfere with the Customer’s quiet possession of the Equipment during the Rental Period.
3.1 The Equipment shall at all times remain the property of AVI, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms of this Contract).
3.2 The Risk of the Equipment shall pass to the Customer on Delivery in accordance with clause 6.
4.1 The Customer shall during the Term:
4.1.1 ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by AVI;
4.1.2 take such steps (including compliance with all safety and usage instructions provided by AVI) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
4.1.3 in relation to Dry Hire only, maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Start Date (fair wear and tear only excepted);
4.1.4 make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in AVI immediately upon installation;
4.1.5 keep AVI fully informed of all material matters relating to the Equipment;
4.1.6 subject to anything set out to the contrary in the Schedules, at all times keep the Equipment in the possession or control of the Customer and keep AVI informed of its location;
4.1.7 permit AVI or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Event Venue or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
4.1.8 maintain operating records of the Equipment and make copies of such records readily available to AVI, together with such additional information as AVI may reasonably require;
4.1.9 not, without the prior written consent of AVI, part with control of, sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
4.1.10 save for Permanent Installation Services and not without the prior written consent of AVI, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building by any person other than AVI. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify AVI against all losses, costs or expenses incurred as a result of such affixation or removal;
4.1.11 save for Permanent Installation Services and not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of AVI in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that AVI may enter such land or building and recover the Equipment both during the Term and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of AVI of any rights such person may have or acquire in the Equipment and a right for AVI to enter onto such land or building to remove the Equipment;
4.1.12 not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify AVI and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify AVI on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
4.1.13 not use the Equipment for any unlawful purpose;
4.1.14 ensure that at all times the Equipment remains identifiable as being AVI’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
4.1.15 deliver up the Equipment on or before the End Date or on earlier termination of this Contract at such address as AVI requires, or if necessary allow AVI or its representatives access to the Event Venue or any other location where the Equipment is located for the purpose of removing the Equipment; and
4.1.16 not do or permit to be done anything which could invalidate the insurances referred to in clause 6.
4.2 The Customer acknowledges that AVI shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify AVI on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of this Contract.
5. Faulty Equipment
5.1 Subject to clause 5.2, if the Customer gives notice in writing to AVI promptly discovering that some or all of the Equipment is faulty and such fault is not due to any acts or omissions of the Customer:
5.1.1 AVI shall be given a reasonable opportunity of examining such Equipment;
5.1.2 the Customer (if asked to do so by AVI) shall promptly return such Equipment to AVI’s Address at AVI’s cost; and
5.1.3 AVI shall, at its sole option, repair or replace the defective Equipment, or refund the Charges relating to the defective Equipment in full and this shall be the Customer’s sole remedy in relation to faulty Equipment.
5.2 AVI shall not be liable to repair, replace or refund the Charges for defective Equipment under clause 5.1 in any of the following events:
5.2.1 the Customer makes any further use of such Equipment after giving notice in accordance with clause 5.1;
5.2.2 the defect arises because the Customer failed to follow AVI’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;
5.2.3 the defect arises as a result of AVI following any instructions, drawing or design supplied by the Customer;
5.2.4 the Customer alters or repairs such Equipment without the written consent of AVI;
5.2.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.2.6 the Equipment differs from its description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.4 This Contract shall apply to any repaired or replacement Equipment supplied by AVI.
6.1 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (“Risk Period“) until such time as the Equipment is redelivered to AVI. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
6.1.1 insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as AVI may from time to time nominate in writing;
6.1.2 insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as AVI may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
6.1.3 insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as AVI may from time to time consider reasonably necessary and advise to the Customer.
6.2 All insurance policies procured by the Customer shall be endorsed to provide AVI with at least twenty (20) Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon AVI’s request name AVI on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
6.3 The Customer shall give immediate written notice to AVI in the event of any Total Loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.
6.4 At AVI’s instruction, the Customer shall either be required to:
6.4.1 promptly repair the Equipment to a very high standard using a suitably qualified person; or
6.4.2 promptly replace such Equipment in its entirety on a like-for-like basis (in AVI’s sole opinion).
6.5 If the Customer fails to effect or maintain any of the insurances required under this Contract, AVI shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
6.6 Pursuant to clause 6.5, if the Customer does not effect or maintain insurance in accordance with this clause 6, AVI shall be entitled to charge an additional amount to the Customer that is equivalent to 12.5% of the Charges to cover any additional insurance premium AVI incurs in insuring the Services and Equipment supplied to the Customer under this Contract.
6.7 The Customer shall, on demand, supply copies of the relevant insurance certificates or other insurance confirmation acceptable to AVI and proof of premium payment to AVI to confirm the insurance arrangements.
Clauses 7 and 8 only apply to the sale of Sale Products.
7. Sale of Products
7.1 The Sale Products are described in the Contract Summary.
7.2 The Customer shall be entitled only to such warranty or other benefit as AVI has received from the manufacturer of the Sale Products.
7.3 AVI shall ensure the Sale Products are accompanied by a delivery note on Delivery that shows the date of the Order, the contract number, the type and quantity of the Sale Products and special storage instructions (if any).
7.4 AVI shall either Deliver the Sale Products to the Event Venue or the Customer shall collect the Sale Products from AVI’s Address at any time after AVI notifies the Customer that the Sale Products are ready.
8. Title and risk
8.1 The risk in the Sale Products shall pass to the Customer on Delivery.
8.2 Title to the Sale Products shall not pass to the Customer until AVI receives payment in full (in cash or cleared funds) for the Sale Products and any other Sale Products that AVI has supplied to the Customer in respect of which payment has become due, in which case title to the Sale Products shall pass at the time of payment of all such sums.
8.3 AVI shall be under no obligation to give the Customer possession of the Sale Products unless and until Charges for such Sale Products have been received in full and cleared funds by AVI from the Customer.
Clauses 9 to 36 shall apply to all of Sale Products, Deliverables, Equipment and Services.
9.1 Any dates quoted for Delivery for Equipment, Deliverables, Sale Products and/or Services are approximate only, and the time of Delivery is not of the essence.
9.2 AVI shall not be liable for any delay in Delivery of the same that is caused by a Force Majeure Event or the Customer’s failure to provide AVI with adequate delivery instructions or any other instructions that are relevant to the supply of any of the Equipment, Sale Products and Services.
9.3 If the Customer fails to accept Delivery of the Equipment, Sale Products, Deliverables and/or Services within three Business Days of AVI notifying the Customer the same are ready, then, except where such failure or delay is caused by a Force Majeure Event or AVI’s failure to comply with its obligations under the Contract:
9.3.1 Delivery shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which AVI notified the Customer that the Equipment, Sale Products, Deliverables and/or Services (as applicable) were ready; and
9.3.2 AVI shall store any Equipment, Deliverables and/or Sale Products (as relevant) until Delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
9.4 If five Business Days after the day on which AVI notified the Customer that the equipment, Deliverables, Sale Products and/or Services were ready for Delivery the Customer has not accepted Delivery of them, AVI may resell or otherwise dispose of part or all of the aforementioned without liability to the Customer.
10. AVI’s responsibilities
10.1 AVI shall use reasonable endeavours to supply the Services, and deliver the Deliverables to the Customer, in accordance with this Contract in all material respects.
10.2 AVI shall use reasonable endeavours to meet any performance dates specified in the Contract Summary or relevant Schedule but any such dates shall be estimates only and time for performance by AVI shall not be of the essence of this Contract.
10.3 AVI shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Event Venue (and any other locations notified to AVI for the performance of its obligations under this Contract) and that have been communicated to it under clause 11.1.4, provided that it shall not be liable under this Contract if, as a result of such observation, it is in breach of any of its obligations under this Contract.
10.4 AVI shall ensure that any individuals, sub-contractors or other persons engaged by it to provide the Equipment, Services and Deliverables to the Customer shall be suitably experienced and qualified in relation to the same.
11.1 The Customer shall:
11.1.1 co-operate with AVI in all matters relating to the Services;
11.1.2 provide, for AVI, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Event Venue, data, facilities and any other location where the Services will be provided or the Equipment will be located as required by AVI;
11.1.3 provide to AVI in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required by AVI in connection with the Services and ensure that they are accurate and complete;
11.1.4 inform AVI of all health and safety and security requirements that apply at the Event Venue or other required location. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 12;
11.1.5 ensure that all the Customer’s Materials are in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements; and
11.1.6 obtain and maintain all necessary licences and consents (including those from any third parties) and comply with all relevant legislation as required to enable AVI to provide the Services, including in relation to the Customer Documentation and the use of the Customer’s Materials during the Term.
11.2 If AVI’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, AVI shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
12.1 Either party may propose changes to the scope or execution of the Services or provision of Equipment but no proposed changes shall come into effect until a “Change Order” has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
12.1.1 the Services;
12.1.2 the Equipment;
12.1.3 the Deliverables;
12.1.4 the Charges;
12.1.5 the timetable of the Services; and
12.1.6 any of the terms of this Contract.
12.2 If AVI wishes to make a change to the Services it shall provide a draft Change Order to the Customer.
12.3 If the Customer wishes to make a change to the Services:
12.3.1 it shall notify AVI and provide as much detail as AVI reasonably requires of the proposed changes, including the timing of the proposed changes; and
12.3.2 AVI shall, as soon as reasonably practicable after receiving the information at clause 12.3.1, provide a draft Change Order to the Customer.
12.4 If the parties:
12.4.1 agree to a Change Order, they shall sign it and that Change Order shall amend this Contract; or
12.4.2 are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 34.
12.5 AVI may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 12.3 on a time and materials basis at AVI’s daily rates notified to the Customer from time to time.
13.1 In consideration of the provision of the Services and Equipment by AVI, the Customer shall pay the Charges as set out in the Contract Summary.
13.2 AVI may, at its sole discretion, offer conditional discounts to the Customer in relation to multiple Events, Equipment, Deliverables and/or Services as set out in the Contract Summary. If the Customer breaches or otherwise does not fulfil the specified conditions for such discount, the discount shall no longer apply and AVI shall be entitled to charge:
- the balance of the charges that would otherwise have been due and payable to AVI by the Customer for the relevant Services, Sale Products, Deliverables and/or Equipment (as applicable) as if the discount had not been applied; and
- any other Charges, costs and expenses due and owing pursuant to clause 4.
13.3 AVI may invoice the Customer for the Equipment on or at any time after the Commencement Date.
13.4 Payment shall be made to AVI’s bank account as set out on the invoice. Time for payment is of the essence.
13.5 AVI may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by AVI to the Customer.
13.6 The Charges shall include (if applicable) the cost of hotels, subsistence, travelling and any other ancillary expenses that will be reasonably incurred by the individuals whom AVI engages in connection with the Services.
13.7 If any additional costs and expenses are, or are to be, incurred by AVI after the Contract has been signed by both parties, then the same shall be payable by the Customer, following submission of an appropriate invoice, the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom AVI engages in connection with the Services.
13.8 New Customers: If a Customer has not used AVI’s Equipment or Services prior to the Commencement Date, then unless otherwise set out in the Contract Summary, the Customer shall pay:
13.8.1 50% of the total Charges submitted to it by AVI on the Commencement Date; and
13.8.2 the balance of the Charges and any additional costs and expenses due to AVI under this Contract before the Event Date.
13.9 Existing Customers: If a Customer has used AVI’s Equipment or Services prior to the Commencement Date, then unless otherwise set out in the Contract Summary, the Customer shall pay:
13.9.1 50% of the total Charges submitted to it by AVI on the Commencement Date; and
13.9.2 the balance of the Charges and any additional costs and expenses due to AVI under this Contract within 30 days after the Event Date.
13.10 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay AVI any sum due under this Contract on the due date:
13.10.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 13.12.1 will accrue each day at 3% a year above the Bank of England’s base rate from time to time, but at 3% a year for any period when that base rate is below 0%; and
13.10.2 AVI may suspend all or part of the Services and Equipment Hire until all payments due and owing under this Contract have been made in full and in accordance with this clause 13.
13.11 All sums payable to AVI under this Contract:
13.11.1 are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice;
13.11.2 the price of the Equipment includes the costs and charges of packaging, insurance and transport of the Equipment; and
13.11.3 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.1 Any goodwill and Intellectual Property Rights created or derived from the use by the Customer of the Intellectual Property Rights shall accrue to AVI. AVI may, at any time, call for a document confirming the assignment of that goodwill and Intellectual Property Rights to AVI and the Customer shall immediately execute it.
14.2 In relation to the Equipment, Services and Deliverables:
14.2.1 AVI and its licensors shall retain ownership of all such Intellectual Property Rights including the Deliverables for Permanent Installation Services, excluding those set out in the Customer Documentation;
14.2.2 AVI grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Term for the purpose of receiving and using the Services, Equipment and the Deliverables in its business; and
14.2.3 the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 14.2.2 without AVI’s express prior written consent.
14.3 In relation to the Customer Documentation, the Customer:
14.3.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Documentation; and
14.3.2 grants AVI a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Documentation for the Term for the purpose of providing the Services to the Customer.
14.4.1 warrants that the receipt and use of the Services and the Deliverables by the Customer shall not, so far as AVI is aware, infringe the rights, including any Intellectual Property Rights, of a third party;
14.4.2 shall, subject to clauses 14.4.3, 14.6 and 18, reimburse the Customer against any damages awarded and paid by the Customer to, a third party arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising directly out of, or in connection with, the receipt, use or supply of the Services and the Deliverables.
14.4.3 The Customer shall have no claim under the indemnity at clause 14.4.2, to the extent the infringement arises from:
(a) the use of the Customer Documentation in the development of, or the inclusion of the Customer Documentation in any Services or Deliverables;
(b) any modification of the Deliverables or Services, other than by or on behalf of AVI; and
(c) AVI’s compliance with the Customer’s specifications or instructions.
14.5 The Customer:
14.5.1 warrants that the receipt and use of the Customer Documentation in the performance of this Contract by AVI, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
14.5.2 shall indemnify AVI in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AVI arising out of or in connection with any claim brought against AVI, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Contract of the Customer Documentation.
14.6 If AVI is required to reimburse the Customer under this clause 14, the Customer shall:
14.6.1 notify AVI in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 14.4.2 within 20 days of the Customer becoming aware of the claim (“IPRs Claim“);
14.6.2 allow AVI to conduct all negotiations and proceedings and to settle the IPRs Claim;
14.6.3 provide AVI with such reasonable assistance regarding the IPRs Claim as is required by AVI; and
14.6.4 not, without prior consultation with AVI, make any admission relating to the IPRs Claim or attempt to settle it.
15.1 In performing its obligations under this Contract, AVI shall comply with the Applicable Laws.
15.2 Changes to the Services required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in clause 12.
16.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
16.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and AVI is the processor. The parties shall set out the scope, nature and purpose of processing by AVI, the duration of the processing and the types of personal data and categories of data subject from time to time as required.
16.3 Without prejudice to the generality of clause 16.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to AVI for the duration and purposes of this Contract.
16.4 Without prejudice to the generality of clause 16.1, AVI shall, in relation to any personal data processed in connection with the performance by AVI of its obligations under this Contract:
16.4.1 process that personal data only on the documented written instructions of the Customer unless AVI is required by Applicable Laws to otherwise process that personal data. Where AVI is relying on the laws of a member of the European Union or European Union Law as the basis for processing personal data, AVI shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit AVI from so notifying the Customer;
16.4.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
16.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
16.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(a) the Customer or AVI has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) AVI complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) AVI complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
- notify the Customer without undue delay on becoming aware of a personal data breach; and
- at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this Contract unless required by Applicable Law to store the personal data.
16.5 The Customer consents to AVI appointing a third party processor of Personal Data under this Contract provided AVI confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 16.
17.1 Each party undertakes that it shall not at any time during this Contract, and for a period of two years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.2.
17.2 Each party may disclose the other party’s confidential information:
17.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and
17.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
18.1 The restrictions on liability in this clause 18 apply to every liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
18.2 Nothing in this Contract limits any liability for:
18.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
18.2.2 fraud or fraudulent misrepresentation; and
18.2.3 any matter in respect of which it would be unlawful for AVI to exclude or restrict liability.
18.3 This Contract sets forth the full extent of AVI’s obligations and liabilities in respect of the Equipment, Services, Deliverables and Sale Products to the Customer (as applicable). In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on AVI except as specifically stated in this Contract. Any condition, warranty or other term concerning the Equipment, Services, Deliverables or Sale Products, which might otherwise be implied into or incorporated within this Contract, whether by statute, common law or otherwise, is expressly excluded.
18.4 Subject to clause 18.2, AVI’s total liability to the Customer shall not exceed the lower of either £250,000 or the Charges due and payable by the Customer for the Event during which the liability was incurred. AVI’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract.
18.5 The following types of loss are wholly excluded from AVI’s liability to the Customer:
18.5.1 loss of profits;
18.5.2 loss of sales or business;
18.5.3 loss of agreements or contracts;
18.5.4 loss of anticipated savings;
18.5.5 loss of use or corruption of software, data or information;
18.5.6 in relation to the final edit or cut for an event for which the Content Creation Services were created;
18.5.7 loss of or damage to goodwill; and
18.5.8 indirect or consequential loss.
18.6 Unless the Customer notifies AVI that it intends to make a claim in respect of an event within the notice period, AVI shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire two months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
19.1 The Contract shall commence on the date of the earlier of either:
- the latter date by which both parties signed the Contract Summary;
- the date the Customer signed the Quote;
- the Start Date (or if not set out in the Contract Summary, the date the Customer takes Delivery of the Equipment); or
- the date AVI commences the supply of Equipment, Sale Products and/or Services to the Customer,
such date to be the “Commencement Date”.
19.2 The Contract shall continue from the Commencement Date until the earlier of either:
- the end of the Initial Term;
- the expiry of the Rental Period;
- the completion of the Services; or
- until one party terminates the Contract in accordance with its terms,
19.3 Without limiting its other rights or remedies, AVI may suspend provision of the Equipment and Services if the Customer fails to pay any amount due under this Contract on the due date for payment.
19.4 Either party may terminate this Contract on written notice to the other on the following terms:
19.4.1 if notice is received 3 months or more before the Event Date, AVI shall refund to the Customer all those Charges paid by the Customer in relation to the relevant Event;
19.4.2 if notice is received less than 3 months but more than 14 days before the Event Date, AVI shall refund to the Customer all those Charges paid by the Customer in relation to the relevant Event less all costs and expenses incurred by AVI up to the termination date; and
- if notice is received 14 days or less before the Event Date:
(a) AVI shall not be liable to refund any Charges paid by the Customer; and
(b) the Customer shall be liable to pay all costs and expenses and the balance of any Charges outstanding in accordance with clause 13.
19.5 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
19.5.1 the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
19.5.2 the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
19.5.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
19.5.4 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
19.5.5 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 19.5.4; or
19.5.6 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- Without affecting any other right or remedy available to it, AVI may terminate this Contract with immediate effect by giving written notice to the Customer if there is a change of beneficial ownership of the Customer.
20.1 On termination or expiry of this Contract:
20.1.1 all Charges and other sums due but unpaid at the date of such demand together with any interest accrued and those sums due but for which no invoice has been submitted, AVI may submit an invoice, which shall be payable immediately on receipt;
20.1.2 AVI’s consent to the Customer’s possession of the Equipment shall terminate and AVI may, by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment and for this purpose may enter the Event Venue or any premises at which the Equipment is located;
20.1.3 all licences granted under this Contract will immediately terminate;
20.1.4 the Customer shall, within a reasonable time, return all of AVI’s Materials and Intellectual Property Rights. If the Customer fails to do so, then AVI may enter the Customer’s premises and take possession of AVI’s Materials and, where possible, Intellectual Property Rights. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping;
20.1.5 AVI shall on request return any of the Customer Documentation to the Customer’s Address; and
20.1.6 the following clauses shall continue in force:
(a) clause 1 (Interpretation);
(b) clause 3 (Title and Risk);
(c) clause 6 (Insurance);
(d) clause 8 (Title and Risk);
(e) clause 13 (Charges and Payment);
(f) clause 14 (Intellectual property rights);
(g) clause 16 (Data Protection);
(h) clause 17 (Confidentiality);
(i) clause 18 (Limitation of liability);
(j) clause 20 (Consequences of termination);
(k) clause 24 (Waiver);
(l) clause 25 (Rights and Remedies);
(m) clause 26 (Severance);
(n) clause 28 (Entire Agreement);
(o) clause 29 (Conflict);
(p) clause 31 (Third Party Rights);
(q) clause 34 (Dispute resolution procedure);
(r) clause 35 (Governing law); and
(s) clause 36 (Jurisdiction).
20.2 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry.
20.3 Without prejudice to any other rights or remedies of the Customer, the Customer shall pay to AVI on demand any costs and expenses incurred by AVI in recovering the Equipment, AVI Materials and Intellectual Property Rights and/or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
20.4 Upon termination of this Contract pursuant to clause 19.4 or any other repudiation (anticipatory or otherwise) of this Contract by the Customer, then without prejudice to any other rights or remedies of AVI, the Customer shall pay to AVI on demand a sum equal to the whole of the Charges that would (but for the termination) have been payable if this Contract had continued from the date of such demand to the end of the Term.
20.5 The sums payable pursuant to clause 20.4 shall be agreed compensation for AVI’s loss and shall be payable in addition to the sums payable pursuant to the remainder of clause 20.
21.1 Provided it has complied with clause 21.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (“Affected Party“), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
21.2 Other than payment, the corresponding obligations that are directly impacted by a Force Majeure Event of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party. For the avoidance of doubt, those obligations not directly affected by the Force Majeure Event and can still be performed regardless, shall not be suspended.
21.3 The Affected Party shall:
21.3.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than 3 Business Days 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 this Contract; and
21.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
21.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this Contract by giving 2 weeks’ written notice to the Affected Party.
22.1 This Contract is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.
22.2 AVI may at any time (and without the Customer’s consent) assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
Subject to clause 12, no variation of this Contract shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
24.1 A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
24.2 A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
26.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
26.2 If any provision or part-provision of this Contract is deemed deleted under clause 26.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.
28.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
28.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
If there is an inconsistency between any of the provisions of this Contract and the provisions of the Schedules, the provisions of this Contract shall prevail.
30.1 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
30.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
31.1 Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
31.2 The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.
32.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be:
32.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
32.1.2 sent by email to the address specified in the Contract Summary.
32.2 Any notice or communication shall be deemed to have been received:
32.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
32.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
32.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
32.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
33.1 This Contract may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
33.2 Transmission of an executed counterpart of this Contract (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Contract. If either method of delivery is adopted, without prejudice to the validity of this Contract thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.
33.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.
34.1 If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (“Dispute“) then the parties shall follow the procedure set out in this clause:
34.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice“), together with relevant supporting documents. On service of the Dispute Notice, a Director of the Customer and a Director of AVI shall attempt in good faith to resolve the Dispute; and
34.1.2 if a Director of the Customer and a Director of AVI are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR notice“) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.
34.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 36.
This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
36.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.