TERMS OF BUSINESS & T&C

TO CLIENT. THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

  1. Interpretation

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

  • Definitions:
  • Act(s): means the third party performer engaged by the Supplier, in accordance with these terms and conditions.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5 (Charges and payment).
  • Commencement Date: has the meaning given in clause 4.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 5.
  • Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.
  • Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
  • Client: the person or firm who purchases Services from the Supplier.
  • Client Default: has the meaning set out in clause 2.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related 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.
  • Other Services: means any other services which the Client has requested which requires payment other than included within the Performance Fee and which is set out by the Supplier in writing
  • Order: the Customer’s order for Services as set out in the Customer’s written acceptance of a quotation by the Supplier, as the case may be.
  • Performance: means the undertaking of any performance by the Act(s);
  • Performance Date: means the date(s) at which the Act(s) are intended to perform and which shall be confirmed in writing by the Client.
  • Performance Fee: means the fee set out in writing by the Supplier for the performance of the Services.
  • Services: means the arrangement by the Supplier to provide the Act(s) in accordance with the terms of this Contract.
  • Supplier: Enthusiasm Events Limited registered in England and Wales with company number 10611725.
    • Interpretation:
    • 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.
    • 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.
    • A reference to writing or written includes fax and email.
  1. Basis of contract
    • The Supplier intends to act as an intermediatory between the Client and the Act(s). The Act(s) are not a party to this Contract. These terms and conditions are between the Supplier and the Client only and do not seek to create any legally binding or enforceable agreement between the Client and the Act(s) themselves.
    • The Client acknowledges that the Supplier is acting as a non-exclusive agent of the Act(s).
    • The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
    • The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). Prior to acceptance, the Supplier cannot guarantee the ongoing availability of the Act(s) and reserves the right to withdraw the offer for Services without notice.
    • Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website or other marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.
  2. Supply of Services
    • The Supplier shall supply the Services to the Client in accordance with these terms and conditions.
    • The Supplier reserves the right to amend the Services 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 Client in any such event.
  3. Client’s obligations
    • It is a condition of the Services that the Client shall:
      • ensure that the terms of the Order, in particular the date for which the Services are required are complete and accurate;
      • co-operate with the Supplier in all matters relating to the Services;
      • provide the Act(s) and 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;
      • ensure that the Act(s) are provided with suitable facilities to prepare for any performance including private changing areas where necessary and areas for the safe storage of equipment (as may be applicable);
      • ensure the safety of the Act(s) whilst undertaking the Performance and ensure, as far as is reasonably possible, that the Act(s) are no subject to threats or abuse;
      • ensure that in the event that electrical equipment is required for the Performance that all power sources must be suitable, of industry standard and subject to regular testing;
      • provide such information and materials as may be reasonably required in order to undertake the Performance;
      • 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;
      • hold adequate insurance policies, including public liability insurance;
      • comply with all applicable laws, including health and safety laws, including the preparation of an appropriate risk assessment ahead of the provision of the Services;
    • If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
      • 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 Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
      • the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and
      • the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
  1. Charges and payment
    • The Performance Fee and the costs for Other Services (together the Charges) shall be set out in writing by the Supplier:
      • the Performance Fee shall be the agreed fee chargeable for the provision of the Act(s);
      • charges for Other Services shall be agreed in writing;
    • If the Client wishes to vary any details of the Performance, they should notify the Supplier as soon as possible. The Supplier shall use reasonable endeavours to assist the Client with such changes. Any additional Charges for such changes will be confirmed in writing.
    • In the event that the Act(s) are required to perform for a duration longer than initially agreed between the parties in writing, additional Charges may be applicable.
    • In the event that the Act(s) are unable to complete a Performance due to matters outside of their control, including any delay in the start of the Performance, the full Charges will remain payable.
    • In the event of the Client cancelling the Services, the Charges will become payable immediately upon cancellation, at the following rates. All cancellations shall be confirmed in writing:
      • 90 days or more prior to the Performance Date, 25% of the Charges;
      • between 89-60 days prior to the Performance Date, 50% of the Charges;
      • between 30-59 days prior to the Performance Date, 75% of the Charges;
      • less than 30 days prior to the Performance Date, 100% of the Charges.
    • At its absolute discretion, the Supplier may choose to waive all or part of the Charges referred to at 5.2. Any instance of such waiver does not create any obligation upon the Supplier to do so in the future.
    • In relation to future provision of Services, the Supplier reserves the right to increase the Performance Fee and/or the fee for any Other Services on a case by case basis. The stipulated Performance Fee and/or fee for any Other Services is valid only for the Performance Date(s) as agreed in writing and may be varied for any other occasion.
    • The Supplier shall invoice the Client upon receipt of the Order. Payment must be made by the date stipulated on the invoice. Where a deposit is requested ahead of full payment, such a deposit is non-refundable unless the Service is cancelled by the Supplier.
    • All amounts payable by the Client under this 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 Client 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.
    • If the Client 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 9, the Client 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 10 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
    • All amounts due under this 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).
  2. Intellectual property rights
    • 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 and/or the Act(s) and shall remain their exclusive property.
  3. Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • Nothing in the Contract shall limit or exclude the Supplier’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation; or
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
    • The Supplier shall not however be responsible for any act or omission committed by any third party, including the Act(s), which are not under their direct control. This includes any death or personal injury caused by the Performance.
    • Subject to clause 1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; or
      • any indirect or consequential loss.
    • Subject to clause 1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the total sums paid under this Contract.
    • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • This clause 7 shall survive termination of the Contract.
  4. Right of Substitution
    • Whereas every safeguard is put in place to ensure that the Act(s) which have been booked for the Performance will fulfil their booking, the Supplier acts as an intermediatory and introducer only and is not responsible for the acts or omissions of the Act(s).
    • Where ever possible, the Supplier will provide an alternative Act(s) and reserves the right to do so without notice to the Client.
  5. Termination
    • Subject to clause 5.5, the Client may terminate this Contract by providing written notice of their intention to do so. The costs as set out in clause 5.5 will become immediately payable upon termination.
    • 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:
      • 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 14 days of that party being notified in writing to do so;
      • 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;
      • 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
      • 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.
    • 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 Client if:
      • the Client fails to pay any amount due under the Contract on the due date for payment; or
      • there is a change of control of the Customer.
    • 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 Client and the Supplier if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 2(b) to clause 9.2(d), or the Supplier reasonably believes that the Client is about to become subject to any of them.
  6. Consequences of termination
    • On termination of the Contract the Client 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 Client immediately on receipt;
    • Termination or expiry of the 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 the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  7. Client Restrictions
    • The Client hereby agrees, without written consent, that for a period of 6 months after the Supplier has provided any Services under this Contract, the Client shall be prohibited from approaching or soliciting any Act(s) for the purposes of engaging their services directly, rather than via the Supplier.
  8. General
    • 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.
    • 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 Client shall not assign, transfer, mortgage, charge, subcontract, 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.
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3(b).
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s 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 3; and
        • 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.
    • Entire agreement.
      • The 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.
      • 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.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing (or their authorised representatives).
    • 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 breach or default. 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.
    • 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.
      • 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.
      • Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
      • 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.
    • 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.
    • 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.
    • 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.

 

To Acts/Performers for Enthusiasm Events: 

THE ACT(S)’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

  1. Interpretation

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

  • Definitions:
  • Act(s): means the third party performer/performers engaged by the Supplier, in accordance with these terms and conditions.
  • Act(s) Default: has the meaning set out in clause 2.
  • Booking: means the confirmation by the Act(s) that they can fulfil the Performance at the Venue.
  • Booking Fee: means the fee agreed between the Supplier and the Act(s) for fulfilling the Performance Dates.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Cancellation Fee: means such damages, losses, charges or fees as may be legitimately incurred by the Supplier as a result of the Act(s) being unable to perform the Performance.
  • Charges: the charges payable by the Act(s) for the supply of the Services in accordance with clause 5 (Charges and payment).
  • Confirmation Correspondence: means the Act(s) agreeing in writing to be bound by the terms of this Contract.
  • Commencement Date: has the meaning given in clause 5.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 5.
  • Contract: the contract between the Supplier and the Act(s) for the supply of Services in accordance with these Conditions.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related 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.
  • Performance: means the undertaking of any performance by the Act(s) at a Venue;
  • Performance Date: means the date(s) at which the Act(s) are intended to undertake the Booking and which shall be confirmed in writing by the Act(s).
  • Services: means the arrangement by the Supplier to provide the Act(s) with potential Performances and to confirm Bookings, in accordance with the terms of this Contract.
  • Supplier: Enthusiasm Events Limited registered in England and Wales with company number 10611725.
  • Venue: means the third party for which the the Act(s) may perform a Performance pursuant to this Contract.
    • Interpretation:
    • 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.
    • 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.
    • A reference to writing or written includes fax and email.
  1. Basis of contract
    • The Supplier intends to act as an intermediatory between the Act(s) and the Venue. The Venue is not a party to this Contract. These terms and conditions are between the Supplier and the Act(s) only and do not seek to create any legally binding or enforceable agreement between the Act(s) and the Venue themselves.
    • By providing Confirmation Correspondence, the Act(s) confirm their intention to be bound by the terms of this Contract (Commencement Date)
    • The Act(s) acknowledges that the Supplier is acting as their non-exclusive agent. Nothing in this contract is intended to create or imply any form of employment relationship or infer any employment rights upon the Act(s). The Act(s) acknowledges that they are under not obligation to accept an offer to undertake any Performance at any time or to confirm a Booking. The Act(s) will agree to a Booking on a case by case basis and acceptance of one or more Bookings in no way obliges them to accept future Bookings nor obliges the Supplier to offer them.
    • By entering into this Contract, the Act(s) are consenting to their details and images being included within promotional materials of the Supplier and hereby give a worldwide, and royalty free licence to the Supplier to use their Intellectual Property Rights in the promotion of the Act(s), for the duration of this Contract.
    • The notification of a potential Performance constitutes an offer by the Supplier to the Act(s). The Act(s) may agree to undertake the Performance by confirming the Booking or they may opt not to undertake the Performance.
    • Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website or other marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Act(s) seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  2. Supply of Services
    • The Supplier shall supply the Services to the Act(s) in accordance with these terms and conditions.
    • The Supplier reserves the right to amend the Services 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 Act(s) in any such event.
  3. Act(s)’s obligations
    • It is a condition of the Services that the Act(s) shall:
      • ensure that they are available to meet the requirement of the Performance/Performances proposed before they confirm the Booking;
      • co-operate with the Supplier in all matters relating to these Services;
      • ensure that they have the requite skill and experience to fulfil the Performance;
      • ensure that they act professionally at all time and are punctual for any Booking.
      • ensure they comply with all Health and Safety legislation, including ensuring that they have performed all relevant risk assessments which may be applicable to the undertaking of the Performance.
      • recognise that they are potentially being exposed to an environment with loud noise and/or music to ensure that at all times they comply with the Control of Noise at Work Regulations 2005 and/or advice issued by the Health and Safety Executive in protecting their hearing.
      • ensure that in the event that electrical equipment is required for the Performance that all such equipment belonging to the Act(s) has been subject to regular testing and complies with all necessary legislation;
      • provide such information and materials as may be reasonably required in order to undertake the Performance;
      • hold adequate insurance policies, including public liability insurance;
    • If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Act(s) or failure by the Act(s) to perform any relevant obligation (Act(s) Default):
      • 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 Act(s) remedies the Act(s) Default, and to rely on the Act(s) Default to relieve it from the performance of any of its obligations in each case to the extent the Act(s)  Default prevents or delays the Supplier’s performance of any of its obligations;
      • the Supplier shall not be liable for any costs or losses sustained or incurred by the Act(s) arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and
      • the Act(s) shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Act(s) Default.
  1. Payments and Cancellation Charges
    • The Supplier shall agree the Booking Fee with the Act(s) when confirming the Booking. The Booking Fee shall only become payable after the Act(s) have fulfilled the Booking.
    • In the event of the Act(s) cancelling the Booking, the Supplier reserves the right to charge a Cancellation Fee. Such a fee shall become payable immediately upon cancellation.
    • At its absolute discretion, the Supplier may choose to waive all or part of the Cancellation Fee referred to at 5.2. Any instance of such waiver does not create any obligation upon the Supplier to do so in the future.
    • Any sums payable by the Act(s) under this Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).
    • If the Act(s) 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 Act(s)  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 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
    • All amounts due under this 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).
  2. Intellectual property rights
    • 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 and/or the Act(s) and shall remain their exclusive property.
  3. Limitation of liability: THE ACT(S) ’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • Nothing in the Contract shall limit or exclude the Supplier’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation; or
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
    • The Supplier shall not however be responsible for any act or omission committed by any third party, including the Act(s), which are not under their direct control. This includes any death or personal injury caused by the Performance.
    • Subject to clause 1, the Supplier shall not be liable to the Act(s) , whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; or
      • any indirect or consequential loss.
    • Subject to clause 1, the Supplier’s total liability to the Act(s), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the total sums paid under this Contract.
    • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • This clause 7 shall survive termination of the Contract.
  4. Termination
    • The Act(s) are under no obligation to accept a Booking and the Supplier is under no obligation to offer a Booking and as such either party may cease any future obligations to Performances by not accepting/offering further Bookings however this Contract shall otherwise continue, subject to its terms. Subject to clause 5.2, either party may terminate this Contract by providing 60 days written notice of their intention to do so. Once the notice has expired, the Supplier shall ensure that the Act(s) details shall be removed from all new marketing materials, websites and other promotional materials. The Supplier shall also use reasonable endeavours to advice Venues that they no longer represent any interests of the Act(s).
    • 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:
      • 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 14 days of that party being notified in writing to do so;
      • 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;
      • 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
      • 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.
    • 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 Act(s) if:
      • the Act(s) fails to pay any amount due under the Contract on the due date for payment (where applicable); or
      • there is, in the opinion of the Supplier, a significant change to the constitution/membership of the Act(s) so as to render them a materially different act.
    • 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 Act(s) and the Supplier if the Act(s)  fails to pay any amount due under the Contract on the due date for payment, the Act(s)  becomes subject to any of the events listed in clause 2(b) to clause 8.2(d), or the Supplier reasonably believes that the Act(s)  is about to become subject to any of them.
  5. Consequences of termination
    • On termination of the Contract the Act(s) 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 Act(s) immediately on receipt;
    • Termination or expiry of the 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 the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  6. Act(s) Restrictions
    • The Act(s) hereby agree, without prior written consent of the Supplier, that for a period of 6 months after the termination of this Contract, the Act(s) shall be prohibited from approaching or soliciting any Venue within which they have undertaken a Performance in the previous 12 months, for the purposes of providing their services directly to that Venue, rather than via the Supplier.
    • The Act(s) further agree that for a period of 6 months after termination of this Contract, they shall not provide their personal contact details to any Venue referred to in clause 10.1.
  7. General
    • 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.
    • 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 Act(s) shall not assign, transfer, mortgage, charge, subcontract, 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.
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, Act(s) s or suppliers of the other party, except as permitted by clause 3(b).
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s 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 3; and
        • 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.
    • Entire agreement.
      • The 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.
      • 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.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing (or their authorised representatives).
    • 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 breach or default. 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.
    • 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.
      • 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.
      • Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
      • 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.
    • 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.
    • 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.
    • 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.

 

 

 

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We are an independent entertainment booking consultant. We do not act as sole management, representatives or sole agents for the names listed on this site, or bands, DJs, entertainers, Artiste booked through Enthusiasm Events. The listing or booking of a name or photograph on this site in no way implies any form of sole management or representation. Enthusiasm Events work as consultants for organizations & clients seeking to hire talent or live entertainment, our sole focus is to help our clients find the best possible entertainment for the given situation. We have used our best efforts to choose only free images, should any copyright have been accidentally infringed just let us know and we’ll rectify immediately.  All entertainment listed or booked through Enthusiasm Events are known to be generally available for private, public and corporate performances, public appearances, Marketing & PR campaigns or speaking engagements.

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