Terms & Conditions

Terms and Conditions for the Supply of Services relating to Customer Events & Exhibitions.

1. INTERPRETATION

1.1 Definitions:

The following definitions and rules of interpretation apply in these Conditions.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 and as set out in the Contract Term Sheet.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 10.6.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with the Contract Term Sheet, these Conditions and the Specification.

Contract Term Sheet: the form on which the Customer’s Order is made, setting out the specific terms of the Services which, once signed by both parties, will form part of the Contract.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.3.

Customer Location: the part of the Event Location where the Customer requests that the Supplier erect the Customer Materials.

Customer Materials: the goods, articles, equipment, materials, merchandise, props, staging items or other items (including any packaging in which the above are stored or carried) set out in the Contract Term Sheet which will be:

(a) stored in preparation for

(b) transported to; and/or

Event: an event which the Customer is attending and in respect of which it requires Services from the Supplier. “Events” shall be interpreted accordingly.

Event Location: the site where the Event is taking place as set out in the Contract Term Sheet or the Specification.

Intellectual Property Rights: patents, utility models, patent extensions, supplementary protection certificates, registered and unregistered designs, copyright, trade marks and all other intellectual property protection and applications and rights to apply for the same, wherever in the world enforceable.

Order: the Customer’s order for Services as set out in the Contract Term Sheet.

Services: the services supplied by the Supplier to the Customer as set out in the Specification and/or the Contract Term Sheet.

Specification: the description or specification of the Services agreed in writing between the parties.

Supplier: DNEL Limited, a company registered in England and Wales with company number 09165930 and registered office at 27 Old Gloucester Street, London WC1N 3AX.

Supplier Materials: has the meaning set out in clause 4.2.11.

1.2 Interpretation:

1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.2 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.

1.2.3 A reference to writing or written includes email.

2. BASIS OF CONTRACT

2. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. The Customer may provide the Supplier with a draft Specification together with its Order.

2.2 The Order and draft Specification shall only be deemed to be accepted upon the earlier of:

2.2.1 the Supplier issuing the Customer with written acceptance of the Order and the draft Specification by signing and returning to the Customer a Contract Term Sheet; and

2.2.2 the Supplier commencing the Services,

at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of seven (7) days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Customer in accordance with the Contract Term Sheet and (where applicable) the Specification in all material respects.

3.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Contract Term Sheet, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Contract Term Sheet and/or the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5 The Supplier’s responsibility for the Customer Materials shall (subject to clause 4.2.14):

3.5.1 commence once the Customer Materials have been loaded onto a Supplier vehicle and shall cease once the Customer Materials have been delivered and, where applicable, erected at the Event Location; or (as the case may be)

3.5.2 commence once the Supplier commences the dismantling of the Customer Materials and cease once:

(i) the Customer Materials have been unloaded by the Supplier from the Supplier vehicle; or

(ii) the Customer or an agent, representative or subcontractor of the Customer has commenced unloading of the Customer Materials from a Supplier Vehicle, provided that, where the Customer Materials are loaded or unloaded by the Customer or a third party or using the Customer’s or a third party’s equipment, the Supplier shall not be responsible for the Customer Materials during such loading or unloading.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer warrants that it is entering into this Contract either as:

4.1.1 the legal owner of the Customer Materials; or

4.1.2 the authorised agent of such legal owner, in which case the Customer:

(a) warrants that it has the authority to:

(i) enter into this Contract on behalf of the legal owner of the Customer Materials; and

(ii) grant the Supplier a right of lien in respect of the Customer Materials,

(b) shall grant the Supplier a right of lien in respect of the Customer Materials in order for the Supplier to perform its obligations under the Contract;

4.2 The Customer shall:

4.2.1 provide the Supplier with all the Customer Materials which it requires to be stored, transported and/or erected at the Customer Location;

4.2.2 ensure that the terms of the Order, the Contract Term Sheet and any information it provides in the Specification are complete and accurate;

4.2.3 co-operate with the Supplier in all matters relating to the Services;

4.2.4 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;

4.2.5 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.2.6 provide the Supplier with sufficient prior written notice of the Event Location and Customer Location in order for the Supplier to supply the Services;

4.2.7 provide the Supplier with sufficient prior written notice of any preparatory steps it will need to take in order to deliver and erect the Customer Materials at the Customer Location;

4.2.8 ensure the Supplier can access the Event Location and, save to the extent the Supplier is responsible for the same (as set out in the Specification), prepare the Customer Location for the delivery and erection of the Customer Materials and, if applicable, the Supplier Materials;

4.2.9 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.2.10 comply with all applicable laws, including health and safety laws;

4.2.11 keep all materials, equipment, props, goods, articles, merchandise, staging items, documents and other property of the Supplier (including any packaging in which the above are stored or carried) (Supplier Materials) at the Event Location in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;

4.2.12 be responsible for any damage caused to the Supplier Materials at an Event (other than damage directly caused by the Supplier) or whilst the Supplier Materials are in the possession or control of the Customer;

4.2.13 comply with any additional obligations as set out in the Contract Term Sheet and/or the Specification including the provision of any equipment or services to be provided by the Customer in order for the Supplier to provide the Services;

4.2.14 be responsible for providing and safely operating any of its own or any third party equipment that may be required for loading the Customer Materials (and, where applicable, Supplier Materials) onto or unloading the Customer Materials (and, where applicable, Supplier Materials) from the Supplier’s vehicle at either the Customer’s or any third party’s premises (including the Event Location). For the avoidance of doubt, the Supplier shall only be responsible for the loading and unloading of the Customer Materials (and, where applicable, Supplier Materials) when using its own equipment;

4.2.15 make the Customer Materials readily accessible for the Supplier to perform its obligations under the Contract; and

4.2.16 not require the Supplier to perform Services in relation to any Dangerous Goods unless:

(a) the Customer provides the Supplier with full details of the Dangerous Goods and any specific conditions of storage and/or transit which the Supplier needs to be aware of in order to perform its obligations under these Conditions; and

(b) the Supplier has agreed to this in writing,

and in any event the Customer shall be responsible for and will indemnify the Supplier against all losses, liability, expenses, damages, costs and claims which the Supplier incurs as a result of performing the Services in relation to such Dangerous Goods.

4.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

4.3.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

4.3.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.3; and

4.3.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services shall be as set out in the Contract Term Sheet.

5.2 Notwithstanding clause 2.4, the Supplier shall be entitled to increase the Charges where the Customer requests that the Supplier perform any of the Services without giving seventy two (72) hours prior written notice.

5.3 The Charges are calculated on the basis of a continuous ten (10) hour day worked on any day of the week.

5.4 The Supplier shall be entitled to charge an overtime rate for each part day or for any time worked by individuals whom it engages on the Services:

5.4.1 outside the hours referred to in clause 5.3; and/or

5.4.2 on a Saturday, Sunday or public holiday in England.

5.5 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

5.6 The Supplier shall be entitled to invoice the Customer at any point following commencement of the Contract.

5.7 The Customer shall pay each invoice submitted by the Supplier in accordance with the payment terms set out in the Contract Terms Sheet or, where no payment terms are included in the Contract Term Sheet:

5.7.1 50% of Charges to be paid upon commencement of the Contract and prior to commencement of the Services; 40% of Charges to be paid one week before the Event; and 10% of Charges to be paid upon completion of the Event; and

5.7.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

5.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.9 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 8, 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 5.9 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Notwithstanding the above, the Supplier reserves the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date any payment becomes overdue and at any subsequent rate where the reference rate changes and the payment remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

5.10 All amounts due under the Contract 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).

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

6.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

6.3 Notwithstanding any other provision in these Conditions, the Supplier shall retain all know how obtained in connection with the Services and nothing in these Conditions shall prevent the Supplier from using any know how, ideas or concepts acquired before or during the performance of the Services for any purpose, subject always to the Supplier’s obligations of confidence to the Customer under clause 10.4.

7. LIMITATION OF LIABILITY

7.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

7.1.1 death or personal injury caused by negligence;

7.1.2 fraud or fraudulent misrepresentation; and

7.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.2 Subject to clause 7.1, the Supplier’s total liability to the Customer in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall not exceed an amount equal to €500,000.

7.3 The following types of loss are wholly excluded by the Supplier: (i) damage to the Customer Materials which was sustained prior to the Supplier receiving such goods; (ii) damage to the Customer Materials due to them not being properly packaged; (iii) loss of profits; (iv) loss of sales or business; (v) loss of agreements or contracts; (vi) loss of anticipated savings; (vii) loss of use or corruption of software, data or information; (viii) loss of or damage to goodwill; and (ix) indirect or consequential loss.

7.4 The Supplier has given commitments as to compliance of the Services with the Contract Term Sheet and any relevant Specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

8. TERMINATION

8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

8.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;

8.1.2 the other party 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;

8.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

8.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

8.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 8.1.2 to clause 8.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

9. CONSEQUENCES OF TERMINATION

9.1 On termination of the Contract:

9.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

9.1.2 the Customer shall return all of the Supplier Materials. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and

9.1.3 the Supplier shall be entitled to recover all costs it has incurred due to or arising from such termination (including any third party costs).

9.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. GENERAL

10.1 Non-solicitation. Without in any way restricting the right of an employee freely to accept employment and change employment, the Customer shall not (during the term of the Contract and for six (6) months thereafter), without the Supplier’s written consent, solicit any of the personnel of the Supplier who have at any time been engaged in the performance of the Services. The foregoing undertaking shall not apply in respect of any person who (without having been previously approached directly or indirectly) responds to a general recruitment advertisement placed by (or on behalf of) the Customer. If the Customer breaches this clause 10.1, then it shall pay to the Supplier an amount equivalent to the employee’s annual salary (net of benefits) paid by the Supplier in recognition of the disruption that such breach would cause to the efficient conduct of the Supplier’s business. The Customer acknowledges that this provision is a fair and reasonable term intended to be a genuine assessment of the loss likely to be suffered as a result of breach of this clause 10.1.

10.2 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. Subject to the remainder of this clause 10.1, in such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate this agreement by giving one (1) week’s written notice to the affected party.

10.3 Assignment and other dealings. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. 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 the Contract without the prior written consent of the Supplier.

10.4 Confidentiality. Each party undertakes that it shall not at any time during the Contract, and for a period of five (5) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party including but not limited to quotations provided by the Supplier, except as permitted by the remainder of this clause 10.4.

Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.4; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.5 Entire agreement. These Conditions, the Contract Term Sheet and the Specification constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Nothing in this clause shall limit or exclude any liability for fraud.

10.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

10.9 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by fax to its main fax number or sent by email to the address specified in the Contract Term Sheet.

Any notice or communication shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt; (b) 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 (c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.9, business day means Monday to Friday on a day that is not a public holiday and business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.11 Governing law. The 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.

10.12 Jurisdiction. 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 the Contract or its subject matter or formation.