| Sunday, 1 April 2018 |
| Terms between Activ8 Live Ltd (The Agency) whose registered address is at Unit I, The Old Bakery, Golden Square, Petworth, West Sussex GU28 0AP and the person with whom the agency agrees to provide or procure provision of goods/or services during any assignment. Hereinafter referred to as the client. |
| The client appoints the agency to provide or procure the services in connection with and during the assignment(s) upon the terms hereinafter appearing provided always that the client shall as a condition precedent duly pay all sums reserved by these terms and duly observe and perform the provisions of these terms on the part of the client. The client hereby acknowledges that the agency shall not be liable for the suitability or otherwise of any venue event goods services stock or equipment or any other goods or services utilised in connection with the provision services pursuant to these terms selected by or requested by the client otherwise than upon the express written advice of the agency. |
| In these terms the following phrases shall bear the following meanings:”Applicant” any person placed by or through the company with the client to provide services to or for the client or so registered for placement with the company. |
| These terms shall constitute the entire agreement between the agency and the client and shall apply to all agreements between the agency and the client to the exclusion of all other terms including any terms which the client may purport to impose under any client purchase order or similar document. These terms shall be deemed accepted by the client when the client instructs the agency that it wishes to engage applicants to fulfill an assignment or that the agency shall otherwise provide or procure the provision of services. Any variation to these terms must first be agreed by the agency. |
| 1. Confirmation |
| No job shall commence until the agency receives a purchase order from the client. This serves as the agencies confirmation. |
| 2. Payment |
| New Clients |
| If the invoice is under £2000 (Excl VAT): Payment required within 30 days of the invoice date. (Unless otherwise stated). International clients must make payment in full before the start of their event. |
| If the invoice is between £2001 and £50 000(Excl. VAT): Then, 50% is required upon receipt of client purchase order. The balance to be paid in full within 30 day of invoice date unless otherwise stated. |
| If the invoice is over £50 000 (Excl. VAT) Then, 70% is required upon receipt of the clients purchase order. The balance to be paid in full within 30 days of invoice date unless otherwise stated. |
| Existing clients |
| If the invoice is under £2000 (Excl VAT): Payment required within 30 days of the invoice date. (Unless otherwise stated) |
| If the invoice is between £2001 and £50 000(Excl. VAT): Then, we will require 50% upon receipt of client purchase order. The balance to be paid in full within 30 day of invoice date unless otherwise stated. |
| If the invoice is over £50 000 (Excl. VAT) Then, we will require 70% upon receipt of the clients purchase order. The balance to be paid in full within 30 days of invoice date unless otherwise stated. |
| 2.1 All fees’ shall be paid to the agency without any deduction or legal or equitable set off whatsoever. |
| 2.2 All costs and expenses incurred by the company or for which there is a commitment on behalf of the client together with all applicable VAT or other relevant tax duty or impost thereon at any time and at all times shall be paid by the client to the agency or as the agency shall otherwise direct on first demand at any time by the agency. |
| 2.3 Without prejudice to the generality of the foregoing the agency reserves the right in its absolute discretion to require the payment of the deposit in such an amount as the agency may specify where the agency has agreed to incur costs and expenses in connection with an assignment on behalf of the client. |
| 2.4 The agency reserves the right to charge an additional 1.7% of fees payable hereunder in respect of any insurance affected by the agency in connection with the assignment. |
| 2.5 The agency reserves the right to charge the client interest at the rate of 7% above Barclays Bank base rate from time to time on the balance outstanding on all unpaid invoices from the due date to the date of payment. |
| 2.6 All sums payable hereunder are exclusive of VAT and the client agrees in addition to pay all applicable VAT thereon. |
| 3. Cancellation |
| The client may not cancel any assignment unless such cancellation takes place before commencement of the assignment and with the written consent of the company which the company may in its absolute discretion withhold without ascribing any reason therefore. |
| 3.1 Where cancellation takes place more than 48 hours before the date specified for the commencement of the assignment, 50% of the value of the agreed fees, together with all applicable VAT thereon shall be paid. |
| 3.2 Where cancellation takes place less than 48 hours before the date specified for the commencement of the assignment, 100% of the value of the agreed fees, together with all applicable VAT thereon shall be paid. |
| 3.3 Any deposit paid shall not be refunded in any circumstances where cancellation takes place within 48 hours of the specified commencement date. |
| 4. Restriction on Direct Engagement of the agency’s staff or Suppliers |
| 4.1 Introductions made by the agency are confidential and the benefit of any introduction made to a client shall not be capable of assignment. |
| 4.2 The client hereby agrees, undertakes and shall procure that neither the client nor any principle of the client with whom the client has contracted to procure the services of the company pursuant on these terms shall directly or indirectly (either as principle or as agent) canvass or solicit any applicant within 12 months from the date the applicant or supplier ceases to provide services in connection with any assignment. |
| 4.3 Should the client refer any applicant or supplier to any other person within the clients subsidiaries, or related companies or any other third party the client shall forthwith thereafter from time to time become liable for payment of and pay to the agency £750 exclusive of VAT for and on the occasion of each and every engagement of that applicant with or by any such subsidiary, related company or third party subsequently resulting within six calendar months of the introduction of the applicant or supplier to the client. |
| 5. Dissatisfaction Procedure |
| 5.1 In the event that the client is not satisfied with the personnel provided by the agency, the client must notify the agency within the first three hours of the event starting. |
| 5.2 If the client does not so notify the agency, the client shall be deemed to have accepted the personnel and the agency will accept no liability in respect thereof and the client shall not be entitled to reject the personnel or claim discount. |
| 5.3 No warranty is given by the company as to the suitability of any applicant and the client that shall be solely responsible for obtaining and verifying references, qualifications, and otherwise satisfying itself as to the suitability of the applicant for the assignment in which the applicant is utilised. |
| 6. Storage of uniform |
| Where the agency is responsible for looking after the uniform for the client, the agency reserves the right to charge the client for any storage, maintenance and carriage costs which may be incurred, having given reasonable notice to the client. |
| 7. Liability |
| The agency shall not be liable for any breach of any stated or implied conditions and warranties on the part of the company pursuant to these terms, including negligence, breach of statutory duty or otherwise arising in connection with the performance, purported performance or failure of the company to perform. |
| These terms shall not exclude or limit liability for personal injury including death, which results from negligence on the part of and for which the company shall be found to be liable. Furthermore, the statutory rights of the client where he deals as a consumer shall not be affected. |
| 8. Indemnity |
| 8.1 The client will keep the company indemnified and pay / repay / indemnify or reimburse to the company on demand as the case may be all costs / claims / losses / liabilities / demands / insurance excesses or shortfalls proceedings or damages (including legal expenses) howsoever arising as a result of the company agreeing to provide or procure the provision of any service pursuant to these terms or as a result of any breach non observance or non performance of warranties of the client and the client obligations. |
| 8.2 Any and all liability of the company whatever to the client for any indirect loss / expense / loss of profit suffered or incurred by the client are hereby excluded. |
| 8.3 That unless otherwise agreed in writing, risk in all items of stock and equipment supplied by or on behalf of the client shall remain with the client. |
| 9. Intellectual property rights |
| 9.1 The client hereby grants or procures the grant to the company with full title guarantee such irrevocable royalty free license and consent (and in the case of moral rights grants such waver thereof) as the company may require in order to: |
| (a) Lawfully use the client intellectual property and the works for the purpose of carrying out and completing the assignment. |
| (b) Lawfully use the client intellectual property and the works at all times during the following determination of any agreement with the client governed by these terms to publicise and market the goods and/or services of the company. |
| 9.2 The client shall indemnify the company on demand against all costs / claims / losses / liabilities demands proceedings or damages (including legal expenses) howsoever arising as a result of any third party claim that the use of the client intellectual property and the works in accordance with the provisions of these terms infringes any intellectual property fight of any third party or otherwise arising as a result of any breach of the stated warranties. |
| 10. Liquidation |
| If the client shall enter into liquidation or bankruptcy or any arrangement with or for the benefit of its creditors or is in breach of its obligations hereunder the company by notice in writing to the client may terminate any agreement with the client with immediate effect without prejudice to the rights of the company which have accrued up to such date of termination. |
| 11. Terms |
| 11.1 All the provisions of these terms which are intended by their nature to survive the cancellation termination or expiry of any agreement between the company and the client relating to any assignment governed by these terms shall continue in force following such cancellation termination or expiry for so long as may be required to give effect thereto. |
| 11.2 Any agreement governed by these terms shall be read, construed and take effect in accordance with the laws of England an the parties hereto expressly agree to submit to the non executive jurisdiction of the English courts. |
| 11.3 Nothing in any agreement governed by these terms shall confer or purport to confer on any third party any benefit or the right to enforce any term of any agreement governed by these terms for the purpose of the contracts (Rights of third parties) Act 1999. |