Terms & Conditions

TERMS AND CONDITIONS FOR THE SUPPLY SERVICES

1. Definitions and Interpretation

1.1 In these Conditions the following words and expressions have the following meanings unless inconsistent with the context:

“Conditions”these terms and conditions;

“Confidential Information”without limitation, business, commercial, economic, financial, operational, technical, administrative, marketing, planning and staff information and data relating to the Supplying Party or its interests disclosed including any Intellectual Property Rights to the Receiving Party whether before, during or after the provision of the Goods and/or Services, whether in written, oral, pictorial or any other form, and all information, data, know-how, trade secrets, formulae, processed, designs, photographs, drawings, specifications, software programs, samples or other material attributable to or deriving its existence from the provision of the Goods and/or Services. ‘Supplying Party’ and ‘Receiving Party’ shall have the meanings ascribed in Condition 10;

“Contract” any agreement for the supply of Services from the Supplier to the Customer in accordance with Condition 2.5;

“Contract Details” the specific details of the Contract which will be notified to the Customer by the Supplier in writing and provided to the Customer prior to delivery of the Services including any Proposal;

“Customer” the person which has accepted these Conditions;

“Intellectual Property Rights” all rights in any country or jurisdiction in patents, inventions, trade secrets and other rights in know-how, copyrights (including any extensions or renewals), rights affording equivalent protection to copyright, data, software, rights in database, registered designs, design rights, industrial designs and utility models, trademarks, trade names, trade dress, logos, domain names, business names and all registrations or applications to register any of the foregoing items which may now, or in the future, subsist anywhere in the world;

“Price” the price due from the Customer for the supply of the Services as detailed in the Contract Details;

“Proposal” any proposal, tender, estimate or quotation submitted to the Customer by the Supplier prior to the Contract being made;

“Services” the services to be provided by the Supplier to the Customer pursuant to the Contract and detailed in the Contract Details;

“Supplier” Bright Sky Events Ltd, whose principal place of business is 15 Market Street, Castle Donington, Derbyshire, DE74 2JB; and

“Working Day” any day from Monday to Friday other than a statutory holiday or public holiday in England.

1.2 References to any statute or statutory provision include, unless the context otherwise requires, a reference to the statute or statutory provision as modified or re-enacted and in force as at the date of the Contract, and any subordinate legislation made as at the date of the Contract under the relevant statute or statutory provision.

1.3 References to persons include natural persons, firms, partnerships, companies, corporations, associations and organisations, (in each case whether or not having separate legal personality).

1.4 Use of any gender includes the other genders.

1.5 Words in the singular include the plural and words in the plural include the singular.

1.6 Any reference to “writing” or any cognate expression includes communications by post, email and facsimile but excludes text messages.

1.7 The headings to Conditions do not affect the interpretation of these Conditions.

1.8 Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

2. Basis of Contract

2.1 These Conditions shall apply to the sale and supply by the Supplier of all Services purchased by the Customer and these Conditions shall govern the Contract to the exclusion of any other terms and conditions introduced or submitted by the Customer.

2.2 No variation of these Conditions shall be binding unless agreed in writing by a director of the Supplier and no collateral or supplemental contract may be made or construed unless confirmed in writing by a director of the Supplier.

2.3 Any Proposal submitted to the Customer will not constitute an offer and shall remain valid for the period stated therein, but if no period is specified such Proposal shall be valid for 30 days from the date of issue.  Notwithstanding this Condition 2.3, any Proposal shall no longer be valid where a sub-contractor or supplier to the Supplier has changed its charges.

2.4 Each order or acceptance of a Proposal for the supply of Services by the Customer shall be deemed to be an offer by the Customer to purchase the Services subject to these Conditions.

2.5 These Conditions shall become binding on the Customer when:

2.5.1 they are signed by the Customer;

2.5.2 the Supplier acknowledges the order placed by the Customer in writing; or

2.5.3 the Supplier commences provision of the Services; whichever is the earlier, at which point a Contract shall come into existence between the Supplier and the Customer.

2.6 Where the Supplier confirms the details of the Contract in writing, the Customer shall be under a duty to bring any discrepancies to the Supplier’s notice within 3 days of receipt of the written confirmation, and if the Customer fails to bring any such discrepancies to the Supplier’s notice within the said time period, the Customer shall be bound by the details contained mentioned or referred to in the written confirmation of the contract.

2.7 The Supplier may at any time without notifying the Customer make any changes to the Services which do not materially affect the nature or quality of the Services.

2.8 The Supplier’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed save that nothing in this Condition excludes the Supplier’s liability for fraudulent misrepresentation.

2.9 In the event that the Customer wishes to cancel the Services or any part thereof it may only do so with the written consent of the Supplier and on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation. Notwithstanding the provisions of this Condition 2.9, the following charges shall, in any event and as a minimum, be due from the Customer to the Supplier should the Customer wish to terminate the Contract:

Period prior to event when notice is given – % of Price
More than 12 months Nil

6-12 months – 25%

3-6 months – 50%

1-3 months – 75%

Less than 1 month – 100%

2.10 Any typographical, clerical or other omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

3. Commencement & Duration

3.1 The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date(s) agreed between the parties in writing from time to time.

3.2 The Services supplied under the Contract shall continue to be supplied until the Services have been completed in accordance with the Contract Details and all payments to be made have been made in full unless terminated early in accordance with Condition 13.

4. Prices

4.1 The Price for the Services shall be set out in the Contract Details, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Price shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

4.2 The Supplier reserves the right to increase the Price by giving written notice where reasonably practicable at any time up to prior to delivery of the Services to take account of any increase howsoever arising in the Price including but without being limited to any increase in the costs of materials, labour or transportation or to take account of any fluctuations in exchange rates, or alteration of duties as shall be reasonable in the circumstances.

4.3 The Supplier reserves the right to charge the Customer, for any additional work undertaken over and above that which would have been otherwise required, (including any expenses or financial penalties incurred by the Company) as a result of any instructions supplied by the Customer being incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form, or provided to the Supplier too late to enable it to meet a deadline.4.4 All Prices quoted are exclusive of VAT or any other sales tax which will be charged at the rate in force at the time of provision of the Services unless otherwise stated in the Contract Details.

5. Payment Terms

5.1 The payment terms in this Condition 5 apply save to the extent that they are inconsistent with any specific payment terms set out in the Contract Details or otherwise agreed in writing between the parties.

5.2 The Supplier shall be entitled to invoice the Customer for the on or at any time after delivery of the Services or any instalment thereof.

5.3 The Customer shall make payment for the Price in sterling by cheque, telegraphic transfer, debit or credit card. Unless agreed otherwise in writing any payment received by the Supplier in any other currency or by any other method will not be deemed to be payment for the Services in question. Payment will not be deemed payment for the Services in question unless and until it is received in full and in cleared funds.5.4 Where payment is made by credit or debit card (including American Express) the Supplier reserves the right to charge the Customer, a fee of  up to 3% of the Price. 5.5 The Customer shall pay each invoice from the Supplier without any set-off or other deduction within 14 days from the invoice date.

5.6 The Supplier’s invoices shall be payable in accordance with this Condition 5, notwithstanding that delivery of the Services may not have taken place. The time of payment of the Supplier’s invoices shall be of the essence of the Contract.

5.7 If the Customer fails to pay in full any invoice from the Supplier by the due date for payment without prejudice to any other right or remedy the Supplier may have:

5.7.1 all invoices issued by the Supplier in respect of any Services sold or supplied pursuant to this Contract and any sums due for services under any other contract which may exist between the parties shall immediately fall due for payment; and

5.7.2 the Supplier shall be entitled  to:

5.7.2.1 cancel or suspend the provision of any further Services under any order;

5.7.2.2 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 8% per annum above the Supplier’s bankers rate current and notified to the Customer from time to time;

5.7.2.3 charge the Customer for any fees and/or expenses incurred by the Supplier (either directly or indirectly or by a third party) in securing payment of any unpaid amount; and/or

5.7.2.4 appropriate any payment made by the Customer to such of the Services (or services supplied under any other order) as the Supplier may think fit.

5.8 Unless otherwise agreed in writing by the Supplier, all queries from the Customer regarding any invoice must be received prior to the required payment date in Condition 5.5.

6. Services

6.1 The Supplier shall reasonably endeavour to perform the Services on the date(s) specified by the Supplier in the Contract Details or as otherwise agreed between the parties in writing, subject to the availability of the Supplier’s employees, agents and sub-contractors and the availability and delivery of the Goods. The time of performance of the Services and the length of time of performance shall not be of the essence.

6.2 The Services shall be performed at the location specified in the Contract Details or if a location is not specified at the location agreed between the parties in writing.

6.3 The parties shall agree the time and place for performance of the Services, subject always to the availability of the Supplier.

6.4 The Supplier shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it under Condition 8.1.6 provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

6.5 Acceptance of the Services shall take place in accordance with the provisions set out in Contract Details.

7. Changes to the Services

7.1 The Customer and the Supplier shall meet as and when deemed reasonably necessary by the Supplier to discuss matters relating to the Services. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

7.2 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, and where reasonably practicable, provide a written estimate to the Customer of:

7.2.1 the likely time required to implement the change;

7.2.2 any variations to the Price arising from the change;

7.2.3 the likely effect of the change on the Contract Details; and

7.2.4 any other impact of the change on the Conditions.

7.3 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the Price and the Contract Details.

7.4 The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the Price for the Services.

7.5 The Supplier may, from time to time change the Services, provided that such changes do not materially affect the nature or quality of the Services and, provided that, where practicable, the Supplier will give the Customer written notice of any change.

8. Customer Obligations

8.1 The Customer warrants that:

8.1.1 it ensures that the terms and any other information set out in the Contract Details is complete and accurate;

8.1.2 it will co-operate with the Supplier in all matters relating to the Services;

8.1.3 it will provide, for the Supplier, its employees, agents and sub-contractors, in a timely manner and at no charge, access to the Customer’s premises, office accommodation and other facilities (“Relevant Premises”) as requested by the Supplier and as necessary to enable the Supplier to perform its obligations under these Conditions;

8.1.4 it will provide, in a timely manner, such data, reports and all other information as the Supplier may request and ensure that it is accurate in all material respects;

8.1.5 it will carry out all actions specified in the Contract by the times and dates set out therein;

8.1.6 it shall take all reasonable precautions to ensure the health and safety of the Supplier, its employees, agents, or sub-contractors whilst on the Relevant Premises and will inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Relevant Premises;

8.1.7 that all services, including without limitation, electricity conduits, to the Relevant Premises are in good working order and suitable for the purposes for which they are used in relation to the Services and conform to all relevant United Kingdom standards or requirements; and

8.1.8 it will obtain before the date on which the Services are to start and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services and the use of the data referred to in Condition 8.1.4.

8.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, expenses, losses or charges sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

8.3 Without prejudice to Condition 4.3 and notwithstanding the provisions of Condition 8.2, the Supplier may charge the Customer for any additional reasonable costs and expenses incurred by the Supplier caused by the Customer’s instructions, failure to provide instructions, or failure to comply with Condition 8.1.

9. Warranties and Liability

9.1 Subject to the Conditions set out below the Supplier warrants that the Services will be performed by the Supplier with reasonable care and skill in a good and workmanlike manner and that the Supplier’s personnel possess the relevant qualifications, professional competence and experience to carry out the Services subject to the Customer complying with the obligations set out in Condition 8.1.

9.2 Subject as expressly provided in these Conditions, all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.3 Where any valid claim in respect of the Services is made by the Customer the Supplier shall be entitled at its option to:

9.3.1 re-perform the relevant part of the Services found not to conform to warranty at the Supplier’s cost; or

9.3.2 at the Supplier’s sole discretion, refund to the Customer the Price (or a proportionate part of the Price) of the relevant part of the Services found not to conform to warranty, and subject to Condition 9.5 the Supplier shall have no further liability to the Customer.

9.4 Subject to Condition 9.5, the Supplier’s liability in connection with the sale and supply of  Services shall be as follows:

9.4.1 in respect of any loss of profits, loss of business, loss of goodwill, loss of anticipated savings, loss of use or for any type of consequential, special or indirect loss or damage, the Supplier’s liability shall be nil;

9.4.2 in respect of physical damage to or loss of the Customer’s tangible property to the extent that it results from the wilful default or negligence of the Supplier, its employees, agents or contractors, the Supplier’s liability shall be limited to an amount of £5 million in aggregate; and

9.4.3 in respect of all  direct loss (whether in contract, tort or otherwise) the Supplier’s total liability under the Contract shall not exceed the Price paid for the Services in aggregate.

9.5 Nothing in these Conditions seeks to limit the Supplier’s liability for personal injury or death caused by the Supplier’s negligence in respect of which the Supplier’s liability shall be unlimited.

9.6 Subject to Condition 9.5 the Supplier shall have no liability under these Conditions or otherwise if the Services have not been paid for by the due date for payment in accordance with Condition 5.5.

9.7 Any claim by the Customer under this Condition 9 in respect of any Services shall not entitle the Customer to withhold or delay payment in respect of any other Services in respect of which no such claim has been made.

10. Intellectual Property Rights

10.1 The Customer acknowledges that the Supplier is the owner or licensee of all Intellectual Property Rights in the Services and any documentation produced by the Supplier for the Customer. Under no circumstances shall any of the Intellectual Property Rights transfer to the Customer other than as expressly stated within these Conditions.

10.2 The Supplier grants to the Customer a non-exclusive licence (without the right to sub-licence) to use any documentation produced by the Supplier for the Customer for the purpose of making reasonable use of the Services.

11. Protection of Confidential Information

11.1 Notwithstanding termination of the Contract, each party (‘Receiving Party’) shall keep the Confidential Information of the other party (‘Supplying Party’) confidential and secret, the Receiving Party shall only use the Confidential Information of the Supplying Party as necessary to supply of the Services (in the case of the Supplier) or as necessary for the purpose of making reasonable use of the Services (in the case of the Customer) and for performing the Receiving Party’s obligations under the Contract.  The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Condition 11, and ensure that they meet such obligations.

11.2 The obligations of Condition 11.1 shall not apply to any information which:

11.2.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

11.2.2 is, or becomes, publicly available through no fault of the Receiving Party;

11.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

11.2.4 was developed by the Receiving Party (or on its behalf) without direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or

11.2.5 is required to be disclosed by order of a court of competent jurisdiction.

12. Data Protection

12.1 In this Clause 12, Personal Data has the meaning given in the Data Protection Act 1998 as amended from time to time.12.2 The Supplier warrants that, to the extent it processes any Personal Data on behalf of the Customer:

12.2.1 it shall act only on instructions from the Customer; and

12.2.2 it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

13. Termination and Consequences

13.1 Without prejudice to any other remedies or rights whether under the Contract or otherwise, the Supplier may terminate the Contract at any time by written notice to the Customer and the notice taking effect as specified in the notice if:

13.1.1 commits a material breach of any of these Conditions, and (if such a breach is remediable), fails to remedy that breach within 14 days of being notified in writing;

13.1.2 the Customer suspends, or threatens to suspend, payment of its debts or makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

13.1.3 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of any property or assets of the Customer;

13.1.4 the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

13.1.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur and notifies the Customer accordingly.

13.2 For the purposes of Condition 13.1.1, a breach shall be considered capable of remedy if the Customer can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).

13.3 The Supplier may terminate the Contract if the Customer fails to pay any sum due under the Contract, including any interest accrued, in full cleared funds in accordance with Condition 5.

13.4 Upon termination of the Contract for any reason:

13.4.1 the Customer shall immediately pay to the Supplier all outstanding invoices, and in respect of any part of the Price or other sums payable by the Customer but for which no invoice has been submitted, the Supplier may submit an invoice which shall be payable immediately on receipt;

13.4.2 each party shall return, delete or destroy all Confidential Information and all other information which has been provided to it by the other party belonging to that other party in whatever medium in accordance with the instructions of that other party; and

13.4.3 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

14. Force Majeure

14.1 The Supplier shall not be liable to the Customer or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Contract, if the delay or failure was due to any cause beyond the Supplier’s reasonable control such as (but without limitation) any strike, lock-out or other form of industrial action, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or inability to procure materials required for performance of the Contract.

14.2 The Supplier shall promptly notify the Customer in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 3 months, the Supplier may terminate the Contract by written notice to the Customer.

15. Notice

15.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices sent by post shall be deemed served on the next Working Day following posting where the notice is sent and received within the United Kingdom, or 7 Working Days following posting where the notice is sent and/or received outside of the United Kingdom. Any notice delivered personally shall be deemed served at the time of personal delivery, provided the same occurs on a Working Day. Any notice sent by email or fax shall be deemed served at the time of transmission provided that the transmission occurs on a Working Day and a confirmatory copy of the email or fax is sent by post within 24 hours of transmission of the email or fax.  To prove service it shall be sufficient to show that the email or fax was transmitted to the email address or fax number of the other party or that the envelope containing the notice was properly addressed and posted.

16. Entire Agreement

16.1 Each Contract constitutes the entire agreement between the parties in relation to its subject matter, supersedes any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

17. No Partnership or Agency

17.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for or to bind another party in any way.

18. Further Assurance

18.1 Each party to the Contract shall at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of the Contract or to make it easier to enforce.

19. Assignment

19.1 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any manner with all or any of its rights or obligations under the Contract.

20. Severance

20.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions shall remain in full force and effect.

21. Waiver

21.1 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by the Supplier to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

22. Cumulative Remedies

22.1 All rights and remedies available to either of the parties under the terms of the Contract or under the general law are to be cumulative, and no exercise by either of the parties of any such right or remedy is to restrict or prejudice the exercise of any other right or remedy granted by the Contract or otherwise available to that party.

23. Third Party Rights

23.1 A person who is not a party to the Contract will not have any rights under any term of the Contract.

24. Governing Law and Jurisdiction

24.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.