Terms & Conditions
The below TERMS OF BUSINESS will be applicable on all transactions with the Gordon Poole Agency Ltd.
1.1 In these terms and conditions:-
"ARTISTE" means the Artiste notified to the Company by the Hirer and specified as such on the front of the Contract or any other Artiste contracted in accordance with Clause 5.5.2 below.
"HIRER" means the person placing an order for the Event and specified as such on the front of the Contract.
"COMPANY" GORDON POOLE AGENCY LTD.
"CONTRACT" means the engagement of the Company by the hirer for the supply of the Artiste and performance of the Event on these Terms and Conditions.
"FEE" means the total sum in Sterling (exclusive of Value Added Tax) set out on the front of the Contract together with any further sums payable in accordance with Clauses 5 and 7 and together with Value Added Tax (if appropriate) at the rate prevailing on the date the Event is invoiced
"EVENT" means the Event at which the Hirer wishes the Company to obtain, inter alia, the services of the Artiste.
"TERMS & CONDITIONS" means the standard terms and conditions set out herein.
1.2 Clause headings are for ease of reference and do not affect the interpretation or construction of the Terms and Conditions.
2. THE BOOKING
2.1 The Company agrees to provide the services under the Contract subject to and on the Terms and Conditions.
2.2 No other agreement, representation or promise of any kind (except in accordance with the terms hereof) shall form part of, alter, vary, amend, supersede or operate as a waiver of the Terms and Conditions or any of them unless expressly made or accepted by a director of the Company in writing.
Place and date of performance of the Event is as agreed in writing between the Company and the Hirer.
4.1 The Fee is payable at least 30 days in advance of the date of the Event. Payment must be by cheque payable to Gordon Poole Agency Ltd (provided that, allowing five working days for clearance from the date
the Company receives it, the payment is made at least 30 days in advance) or by BACS direct payment and time of payment is of the essence.
4.2 If the Hirer fails to make payment on time, the Company reserves the right to cancel the booking. This will be treated as a cancellation by the Hirer and the Hirer will have to pay the Company cancellation charges as detailed in Clause 8.Cancellation.
4.3 The drawing and delivering by the Hirer or the acceptance by the Company of cheques or Bills of Exchange are honoured on presentation.
4.4 Any default in payment of an invoice on or by the Due Date shall render the entire balance outstanding (together with bank charges arising from dishonour of cheques or Bills of Exchange) on all invoices from the Company to the Hirer immediately payable in full without further demand being made not withstanding any contrary provisions as to terms of payment in any or on all invoices
4.5 If full payment is not made by the Due Date:
4.5.1 the company shall be entitled to charge and receive interest on the unpaid balance at the rate of 2% above Lloyds Bank Plc base rate from time to time and
4.5.2 the Company may suspend any further deliveries and/or work under the Contract (and outstanding deliveries or work under any other contract between the company and the Hirer) until payment is made or (without prejudice to any of its other rights) the Company may cancel the Contract in relation to such further deliveries and/or work.
4.6 The Hirer shall have no right to withhold or delay payments due to the Company under any contract by reason of complaint in respect of this or any other contract with the Company.
5.MANNER OF PERFORMANCE AND ALTERATIONS TO THE EVENT.
5.1 The Hirer acknowledges that the Company has absolute discretion in the manner in which it performs its services hereunder.
5.2 Notwithstanding the provisions of Clause 5.1 above the Company agrees to consult with and consider representations made by the Hirer relating to any alterations or amendments to the Event. The company will endeavour (but without obligation) to accommodate any request made by the Hirer in this regard and in the event the Company acts upon any representation made by the Hirer and / or accepts any amendment or alteration to the Event (which for the avoidance of doubt shall include the performance by the Artiste at any times additional to or beyond the time agreed) the Company shall be entitled to adjust the Fee.
5.3 The Company shall confirm to the Hirer its acceptance of any alterations to the Event and the adjusted Fee in writing.
5.4 Without creating or placing any obligation on the Company for any loss howsoever occurring and subject always to Clause 12.2 in the event the Hirer does not accept advice or recommendations of the Company and as a result or in consequence thereof the Hirer suffers any loss or damage or the Event fails in some respect which loss, damage or failure would not have occurred had the Hirer accepted the advice of the Company the Hirer shall remain liable to pay the Fee and shall not be entitled to any set off.
5.5 The Company shall use all reasonable endeavours to obtain the Artiste specified by the Hirer to the Company and referred to on the front of the Contract. In the event the Artiste becomes unavailable (whether through illness or injury or otherwise):
5.5.1 the Hirer shall be entitled and without any right to compensation from the Company to cancel the Contract; or
5.5.2 the Company may suggest a replacement Artiste to the Hirer. If the replacement Artist is accepted by the Hirer the engagement will proceed in all other respects in accordance with this Contract and amended in writing as appropriate. There may be an increase or decrease in the Fee depending on the replacement Artist’s fee and this will be advised in writing. If the replacement Artist is not acceptable by the Hirer, the Fee, or any part paid, will be refunded to the Hirer.
5.6 The Company shall be under no duty to take action on behalf of the Hirer in respect of any dissatisfaction with the services of the Artiste unless the Hirer shall have communicated its dissatisfaction to the Company within 2 working days of the Event.
5.7 The Hirer undertakes that, where Audio Visual & Public Address equipment or any other electrical equipment is in use at the place for performance of the Event, on stage or wherever the Artiste is expected to perform, the Hirer will ensure that Equipment is safe and in good working order and in accordance with all safety or other relevant regulations including (but limited to) The Health and Safety at Work etc. Act 1974, Statutory Instrument 1989 No. 635 and that a regular examination of that Equipment is carried out frequently by a competent authority. The Hirer is responsible to ensure they have public liability insurance and any relevant equipment or safety documentation in respect of the Event.
5.7.1 Choice of Artist – The Hirer acknowledges and agrees that they have selected the Artiste or as in Clause 5.5.2 any replacement artiste.
5.7.2 Where the Hirer requires an Artist to perform to a particular brief, and the Artist agrees, the Hirer is advised to provide notes and guidance for the Artist. If the Hirer does not do this, the Artist will deliver the performance as he or she thinks appropriate and the Hirer will have no complaint in respect of the Artist’s choice of material.
5.7.3 Where the Hirer supplies notes and guidance the Hirer warrants that such material is clear and intelligible and is not subject to any copyright or other intellectual property restriction or offensive material. The Hirer agrees to indemnify the Company or the Artist against any claim whether for damages costs or otherwise which may be caused as a result of any such material.
5.7.4 Whilst the Company will give the Artist any material the Hirer supplies, the Company cannot accept responsibility for any deviation from that material by the Artist.
6. INTELLECTUAL PROPERTY
All copyright, design rights, trade marks, trade names, patents and other proprietary rights and interest arising in any literary, musical, artistic or dramatic works and any inventions or discoveries in connection with the Event whether created by or on behalf of the Hirer including any extensions, renewals, substitutions or variations thereof shall vest in or be assigned to the Company by the Hirer for the full term of such rights.
The Hirer agrees that it shall not make or produce the making of any video, film or sound recording in any format of the Artiste’s performance (whether in whole or in part) without the prior written consent of the Company. In the event such consent is given by the Company the Company shall be entitled to charge an additional fee.
8.1 The Company shall not be obliged to accept a cancellation of the Event unless:-
8.1.1 the cancellation is in writing: and
8.1.2 such written cancellation is accompanied by a correctly drawn bankers draft in favour of the Company in a sum equal to the relevant cancellation fee set out below:-
Period during which cancellation occurs expressed by reference to the Performance Date
Amount of Cancellation charge expressed as a Percentage of the Fee
More than 90 days
31 – 90 days
Less than 30 days
8.2 Cancellation will be effective from the date it is received and acknowledged by the Company.
8.3 In the event that:-
a) the costs incurred by the Company at the Date of cancellation (including without prejudice to the generality of the foregoing the Company’s costs in engaging the Artiste); and
b) the amount of profit the Company would have earned had the contract not been cancelled exceed the cancellation charges referred to in Clause 8.1 above the Company shall be entitled to charge the Hirer the cancellation fee referred to above together with such sum being equal to the difference between the appropriate cancellation fee and the amount of:-
(1) all costs incurred by the Company to the date of cancellation of the Event by the Hirer; and
(2) the loss of profit which would have been earned by the Company had the Contract not been cancelled.
8.4 The Company shall be under no liability whatsoever to the Hirer if the Artiste shall fail to perform for whatever reason at the Event.
9. FURTHER EVENTS
The Hirer agrees that in the event it wishes the Artiste to perform again within the period of 18 months from the date of the Event it shall arrange the Artiste’s performance with the Company.
10. TERMINATION if:
10. the Hirer shall make default in or commit any breach of any of its obligations to the Company; or
10.2 any distress or execution shall be levied upon the Hirer, its property or assets; or,
10.3 the Hirer shall make or offer to make any agreement or composition with creditors or had a bankruptcy order or an interim order made against the Hirer or if the Hirer shall be a limited company and any resolution or petition to wind up such company’s business shall be passed or presented otherwise than for reconstruction or amalgamation; or
10.4 an administrator or administrative receiver or receiver is appointed over such company’s undertaking property or assets or any part thereof; or
10.5 the effect of any legislation, regulation, judgement, decree or order (including but without limitation, any involving the imposition of additional duties or trading restrictions) of the United Kingdom, or of the EEC or of any other government or administrative agency having jurisdiction directly or indirectly over the Hirer or its suppliers shall adversely affect trading conditions or the terms of trade between such suppliers and the Company, then and in any such event the Company shall have the right forthwith to determine the Event and upon written notice of such determination being posted to the Hirer's last known address the Event shall be deemed to have been determined without prejudice to any claim, remedy or right the Company might otherwise make or exercise.
11. FORCE MAJEURE
The Company shall not be liable for delay in performing or for failure to perform its obligations hereunder if the delay or failure results from any of the following:-
11.1 act of God;
11.2 outbreak of hostilities, riot, civil disturbance, acts of terrorism;
11.3 the act of any government or authority (including refusal, delay in obtaining or revocation of any licence or consent);
11.4 fire, explosion, flood, fog or bad weather;
11.5 power failure, failure of telecommunications lines, failure or breakdown of plant machinery or vehicles;
11.6 default of suppliers or subcontractors;
11.7 theft, malicious damage, strike, lockout or industrial action of any kind; and
11.8 any cause or circumstances whatsoever beyond the Company’s reasonable control including without prejudice to the generality of the foregoing any failure of the Artiste to perform whether through illness, injury, or otherwise.
12. LIMITATIONS OF LIABILITY.
12.1 The Company does not exclude or restrict its liability for death or personal injury to the extent it results from negligence of the Company, its employers or agents.
12.2 Subject to sub Clause 12.1 above and to the extent that any applicable statutory provisions shall not make it unlawful so to do the obligations undertaken by the Company under the Terms and Conditions constitute the sole liability of the Company hereunder and accordingly in no circumstances shall the Company be liable for any direct, indirect or consequential loss or loss of profits or contracts, suffered by the Hirer or any third party arising out of or in connection with the subject matter herein.
13. BINDING AGREEMENT.
The Contract shall be made when the Hirer confirms (verbally or otherwise) to the Company that it wishes to proceed with the Event.
No forbearance, or indulge on the part of the Company in enforcing these Terms and Conditions shall prejudice its rights hereunder nor shall it be construed as a waiver thereof.
Notices or other communications required to be given by either party under these Terms and Conditions shall be in writing and delivered personally or sent by prepaid first class registered post or by facsimile transmission (provided by good transmission report), telex (confirmed by recipient’s answerback addressed to the intended recipient at the address set out on the front of the contract) (or at such other address as the parties may notify to each other in writing from time to time). Any notice or communication shall be deemed served immediately if delivered personally or if given by facsimile transmission (proved by good transmission report or telex confirmed by recipients answerback) or two business days after posting (7 business days if to or from abroad sent by registered express post).
16. NO AGENCY.
Nothing contained herein shall be so construed as to constitute either party to be the agent of the other.
17. GOVERNING LAW.
17.1 The Contract shall be governed in accordance with the laws of England to the non-exclusive jurisdiction of whose courts the parties by their agreement hereto shall irrevocably be deemed to have submitted.
17.2 if the Company commences legal proceedings to enforce any of these terms, the Hirer hereby agrees that it will, if the Company is successful in its enforcement, pay the Company’s legal costs and disbursements occasioned by such proceedings on a full indemnity basis.
Copyright Gordon Poole Agency Ltd 2011