STANDARD TERMS AND CONDITIONS FOR EVENTS
CASCADE PRODUCTIONS INTERNATIONAL LIMITED
SCHEDULE - CONDITIONS OF SUPPLY
1.1 In these Conditions:
Cascade means Cascade Productions International Limited, a company incorporated in England and Wales (registered number: 03699332);
Client means the person to whom Cascade supplies services;
Deliverables means all documents, products and materials developed by Cascade (or its agents, subcontractors, consultants and employees) in relation to the Services in any form;
Draft Proposal means a Proposal which has not yet been agreed between the parties;
Expenses means the costs set out in a Proposal, under the heading “Expenses”;
Fee means the Cascade Management Fee set out in the Proposal;
Price means Expenses and Fees;
Proposal means a plan describing the Services and the Price agreed in accordance with Condition 3 and each Proposal forms a separate contract for the supply of services by Cascade to a Client that incorporates these Conditions; and
Services means the services that Cascade supplies pursuant to a Proposal.
1.2 All clause, paragraph and section headings and references to them in these Conditions are for identification and indexing purposes only. They shall be deemed not to be part of these Conditions and they shall not affect the construction or interpretation of these Conditions.
1.3 Where the context otherwise requires, words importing the singular meaning shall include the plural meaning and vice versa and words denoting the masculine gender shall include the feminine and neuter genders.
1.4 Where the context so admits, words denoting persons shall include natural persons, companies, corporations, firms, partnerships, limited liability partnerships, joint ventures, trusts, voluntary associations and other incorporated and/or unincorporated bodies or other entities (in each case, whether or not having separate legal personality) and all such words shall be construed interchangeably in that manner.
1.5 References to writing or written includes email.
2.1 These Conditions alone shall govern and be incorporated in every contract for the supply of services made by or on behalf of Cascade with a Client and every Proposal. They shall apply in place of and prevail over any terms or conditions (whether or not in conflict or inconsistent with these Conditions) contained or referred to in any documentation submitted by the Client or in correspondence or elsewhere or implied by trade custom, practice or course of dealing.
2.2 A variation of these Conditions or a Proposal is valid only if it is in writing and signed by a director or authorised representative of Cascade.
3.1 A Proposal shall be agreed in the following manner:
3.1.1 the Client shall provide Cascade with a request for a Proposal, setting out the requirements and specifications of the services which it is requesting from Cascade, including a description of the event to be held, on which date(s) and all other information as Cascade may request to allow Cascade to prepare a Draft Proposal;
3.1.2 Cascade shall provide the Client with a Draft Proposal;
3.1.3 the Client and Cascade shall discuss and agree the Draft Proposal and when it has been agreed, they shall both sign a copy of it and it shall be subject to these Conditions and form part of a contract.
3.2 Once a Proposal has been signed and agreed in accordance with Condition 3.1.3, no amendment shall be made to it except in accordance with Condition 2.2.
3.3 Cascade reserves the right to withdraw or revise a Draft Proposal at any time prior to agreement in accordance with Condition 3.1.3.
3.4 If the Client requests that Cascade changes the Services, Cascade has no obligation to do so unless and until the parties have agreed in writing the necessary variations to the Price, the Services and the relevant Proposal and until such time the original Proposal shall remain in full force and effect.
3.5 Cascade may, from time to time change the Services, provided either:
3.5.1 such changes are in order to comply with any applicable safety or statutory requirements;
3.5.2 pursuant to Condition 9.3;
3.5.3 pursuant to Condition 10; and/or
3.5.4 that such changes do not materially affect the nature or quality of the Services.
Cascade shall give the Client reasonable notice of any change.
4. CASCADE’S OBLIGATIONS
Cascade shall use reasonable endeavours to provide the Services in accordance in all material respects with the relevant Proposal.
5. THE CLIENT’S OBLIGATIONS
5.1 The Client shall:
5.1.1 co-operate with Cascade in all matters relating to the Services;
5.1.2 procure that its employees and representatives comply with all requests made by Cascade or the representatives of a venue (including but not limited to those relating to health and safety); and
5.1.3 provide to Cascade, in a timely manner, such material and other information as Cascade may reasonably require and ensure that it is accurate in all material respects.
5.2 If Cascade’s performance of its obligations under a Proposal is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Cascade shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3 The Client shall be liable to pay to Cascade, on demand, all reasonable costs, charges or losses sustained or incurred by Cascade (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under a Proposal, subject to Cascade confirming such costs, charges and losses to the Client in writing.
6.1 The description of the Services shall be as set out in the relevant Proposal.
6.2 Any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director or authorised representative of Cascade. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Cascade which is not set out in the relevant Proposal or these Conditions.
6.3 All drawings, designs, specifications and information submitted by Cascade shall be treated as confidential and shall not be disclosed to any third party without Cascade’s written consent or used by the Client other than for purposes authorised by Cascade.
6.4 Cascade accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications prepared by the Client. The Client shall indemnify Cascade against each loss, liability and cost which Cascade incurs arising from them.
7. CHARGES AND PAYMENT
7.1 The price payable for the Services is the price listed in the relevant Proposal, consisting of the Expenses and Fee.
7.2 Unless otherwise specified, value added tax and any other tax or duty payable by a Client shall be added to the price.
8. TERMS OF PAYMENT
8.1 Subject to Condition 8.5, payment of the Price shall, unless otherwise agreed in writing, be made in accordance with the relevant Proposal, or at a later date if requested in Cascade’s invoice in respect of such Services. Time of payment is of the essence. Cascade reserves the right to suspend the provision of Services to the Client where any amounts are overdue under any contract between Cascade and the Client until all such amounts have been paid.
8.2 No payment shall be deemed to have been received until Cascade has received cleared funds.
8.3 The Client shall make all payments due under the relevant Proposal in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Cascade to the Client.
8.4 Cascade is entitled to offset any amount owing to it from the Client against any amount owed to the Client by Cascade.
8.5 All payments payable to Cascade under a Proposal shall become due immediately on the termination of that or any other Proposal despite any other provision.
8.6 Interest is payable on overdue accounts at the rate of whichever is the greater of the rate of interest prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 or four per cent. (4%) above the base lending rate from time to time of Barclays Bank plc accruing on a daily basis to run from the due date for payment until receipt by Cascade of the full amount (including any accrued interest) whether before or after any judgement.
8.7 Any extension of credit allowed to the Client may be changed or withdrawn at any time.
8.8 If, in the opinion of Cascade, the credit-worthiness of the Client deteriorates before supply of the Services, Cascade may require full or partial payment of the price prior to supply or the provision of security for payment by the Client in a form acceptable to Cascade.
8.9 If the Client wishes to cancel the provision of the Services, (a) the Client shall pay to Cascade an amount equal to all payments Cascade has made or is obliged to make to third parties by way of Expenses and (b) the Client shall pay to Cascade cancellation fees on the following sliding scale in relation to the Fee, determined by the amount of notice given in writing by the Client to Cascade before provision of the Service begins:
8.9.1 more than 90 days: 30% of the Fee;
8.9.2 between 61 days and 90 days (inclusive): 50% of the Fee;
8.9.3 between 31 days and 60 days (inclusive): 75% of the Fee;
8.9.4 less than 30 days: 100% of the Fee.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights created in relation to the Services and the Deliverables shall vest in Cascade or its licensors. The Client agrees that it shall do any acts and execute any documentation required by Cascade to secure the proper vesting of title to such intellectual property rights in Cascade.
9.2 The Client shall notify Cascade immediately of any claim made or action brought or threatened alleging infringement of the intellectual property rights of any third party. Cascade shall have control over and conduct of any such proceedings in such manner as it shall determine. The Client shall provide all such reasonable assistance as Cascade may request.
9.3 If at any time it is alleged that the Services and/or Deliverables infringe the intellectual property rights of any third party or if in Cascade’s reasonable opinion such an allegation is likely to be made, Cascade may at its option:
9.3.1 modify or replace the Services without detracting from the overall performance of the Services, so as to avoid the infringement; or
9.3.2 procure for the Client the right to continue to use the Services.
9.4 Where the Client has had no creative input into the Services and/or Deliverables which are the subject of a claim or action as described in Condition 9.2 and the Client has complied with the obligations in Condition 9.2, Cascade shall indemnify the Client against each reasonable loss, liability and cost which the Client properly incurs as a result of the claim or action described in Condition 9.2.
9.5 If the Client requires a particular Service to be provided and Cascade has notified the Client that such a requirement risks infringing the intellectual property rights of a third person, the Client shall indemnify Cascade against each loss, liability and cost which Cascade incurs as a result of a claim or action described in Condition 9.2, which relates to that particular Service provided despite Cascade’s notification.
10. The Client acknowledges that Cascade is reliant on a number of third parties to deliver the Services, including but not limited to the provision of transport, accommodation, catering and entertainment. Accordingly, the Client agrees that Cascade shall be entitled, where necessary, to substitute any service, including but not limited to those listed above, for an alternative, which Cascade, acting reasonably, considers suitable and Cascade shall have no liability whatsoever for such a substitution.
11.1 Cascade is not liable for any pure economic loss, losses or expenses resulting from third party claims, consequential and/or indirect losses, loss of anticipated profits, goodwill, revenue, reputation, anticipated savings, management time, business, contracts and/or opportunity.
11.2 Cascade’s aggregate liability to the Client under a Proposal and these Conditions whether for negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed that part of the Fee which relates to the defective Services which give rise to such liability.
11.3 All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Services are excluded from Proposals and these Conditions to the fullest extent permitted by law.
11.4 The Price is determined on the basis of the limits of liability set out in this Condition 11. The Client may by written notice to Cascade request Cascade to agree a higher limit of liability provided insurance cover can be obtained for such higher limit and Cascade may at its discretion review the amount of the Fee. Cascade shall effect insurance up to such limit and the Client shall pay upon demand the amount of the premiums and the increased Fee. The Client shall disclose such information as the insurers shall require. In no case shall the Client be entitled to recover from Cascade more than the amount received from the insurers. Cascade recommends that the Client considers the availability of insurance policies to cover losses relating to Proposals, for example for cancellation of an event.
11.5 Nothing in these Conditions excludes or limits Cascade’s liability:
11.5.1 for death or personal injury caused by Cascade’s negligence;
11.5.2 for any matter which it would be illegal for Cascade to exclude or attempt to exclude its liability; or
11.5.3 for fraud or fraudulent misrepresentation.
12. FORCE MAJEURE
12.1 If Cascade is prevented, hindered or delayed from or in supplying the Services in accordance with these Conditions by a Force Majeure Event Cascade may, at its option:
12.1.1suspend provision of the Services while the Force Majeure Event continues; or
12.1.2terminate any Proposal so affected with immediate effect by written notice to the Client,
and Cascade is not liable for any loss or damage suffered by the Client as a result.
12.2 In this Condition 12, Force Majeure Event means any circumstances beyond the reasonable control of Cascade including, without limitation:
12.2.1any act of God and/or adverse weather conditions (including lightning, storm, tempest, earthquake, snow, ice and naturally occurring flood);
12.2.2any act of war, civil disturbance, riot or unrest or terrorism;
12.2.3strikes, lock-outs, labour disputes or industrial disturbances; and/or
12.2.4fire, flood, explosion or malicious damage.
13.1 On or at any time after the occurrence of any of the events in Condition 13.2 Cascade may:
13.1.1stop supplying any or all Services;
13.1.2suspend supply of any or all Services to the Client; and/or
13.1.3terminate any or all Proposals with the Client with immediate effect by written notice to the Client.
13.2 The events are:
13.2.1the Client being in breach of an obligation under a Proposal with Cascade;
13.2.2the Client passing a resolution for its winding up or a court of competent jurisdiction making an order for the Client’s winding up or dissolution or the Client’s voluntary or compulsory liquidation;
13.2.3the making of an administrative order in relation to the Client or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Client; or
13.2.4the Client making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
13.3 Upon termination of a Proposal any indebtedness of the Client to Cascade becomes immediately due and payable and Cascade is relieved of any further obligation to supply Services to the Client pursuant to that Proposal and/or these Conditions.
14.1 The Client may not assign or transfer or purport to assign or transfer any of its rights or obligations under a Proposal and/or these Conditions without first having obtained Cascade’s written consent. Cascade may assign any and all Proposals and/or these Conditions or any part of them to any person.
14.2 If any provision of these Conditions or of a Proposal is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision of these Conditions or of a Proposal would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14.3 Any waiver or delay by Cascade in exercising any right, power or remedy provided by a Proposal, these Conditions and/or by law does not constitute a waiver of such right, power or remedy or a waiver of any other rights, powers or remedies. No single or partial exercise of a right, power or remedy provided by a Proposal and/or these Conditions shall prevent any further exercise of the right, power or remedy or the exercise of another right, power or remedy.
14.4 A notice under or in connection with a Proposal and/or these Conditions shall be in writing and shall be delivered personally or sent by first class post or sent by facsimile transmission to the other party at its last known address or facsimile number.
14.5 In the absence of evidence of earlier receipt, service of a notice is deemed to have been effected as follows:
14.5.1if delivered personally, when left at the address referred to in Condition 14.4;
14.5.2if sent by post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting it (excluding the day of posting); or
14.5.3if sent by facsimile on a working day before 5.00 p.m. at the time of its transmission and otherwise on the next working day.
14.6 Nothing in a Proposal and/or these Conditions is intended to confer on any person any right to enforce any Condition or term of a Proposal which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
14.7 Each right or remedy of Cascade under a Proposal and/or these Conditions is without prejudice to any other right or remedy of Cascade whether under that Proposal and/or these Conditions or not.
14.8 These Conditions and each Proposal is governed by, and shall be construed in accordance with, English law and each party agrees to submit to the non-exclusive jurisdiction of the courts of England.