APPLICATION & ENTIRE AGREEMENT 

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by JEM Live Ltd (‘the Company’) a company registered in England and Wales under number 12919933 whose registered office is Unit 10, Old Paradise Yard, 20 Carlisle Ln, London, SE1 7LG, UK. (we or us) to the person buying the services (‘the Client’, you). 

2. These terms and conditions apply to all work undertaken for our Clients unless, exceptionally, some other arrangement is agreed in writing by the Company. 

You are deemed to have accepted these Terms and Conditions when you, the Client, accept our quotation, give instructions following receipt of these terms, or form the date of any performance of the services (whichever happens earlier). These Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

1. No contract in respect of Services between the Company and the Client shall exist until the Client’s Order has been accepted by the Company and the Company’s estimate confirmed by an authorised signatory of the Client and returned to the Company.

2. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf and that no conditions or terms stipulated in any other communication or document shall vary or annul any of these terms unless expressly consented to in writing by the Company. 

 

INTERPRETATION

1. For the purpose of this document the ‘Company’ means JEM Live Ltd and all its associated activity. ‘Services’ means the subject matter of the relevant Order or contract of sale. ‘Order’ means the Order placed by the Client for the supply of any Service or Goods supplied by the Company.  ‘Goods’ means actual products or items supplied. 

2. A “business day” means any day other than a Saturday, Sunday or bank holiday. 

3. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation. 

 

SERVICES & TIMINGS

1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and will notify you if this is necessary. 

2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation.

3. The agreed quotation is based on a specific time frame agreed with the Client on this agreement. Any extension of this will increase the cost and will be passed on to the Client in the final invoice. 

4. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise. 

 

YOUR OBLIGATIONS 

1. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the services. 

2. If you do not comply with clause 13, we can terminate the Services. 

3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations). 

 

FEES & DEPOSIT

1. The fees (Fees) for the Services set out in the quotation are based on the Company’s current pricing policy and are particular to each Client and their brief.

2. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. 

3. The fees (Fees) for the Services are set out in the quotation and are based on a time and materials basis. 

4. In addition to the Fees, we can recover from you

a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,

b) the cost of the services provided by third parties and required by us for the performance of the Services, and

c) the cost of any materials required for the provision of the Services. 

1. Any changes to the final price due to circumstances which include (but are not limited to) changes of timings, staffing, weather conditions, venue hire, equipment, transport and delivery, availability of resources, changes in brief and last-minute Client requests (“Additional Costs”) will be charged to the Client in the final invoice.

2. You must pay for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 19 also apply to these additional services. 

3. You must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting the quotation. On acceptance of the quote, this deposit (75% of agreed quotation) must be paid to the Company within the stated 7 day period.

4. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (TERMINATION). 

5. The Deposit is non-refundable unless:

   1. we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made). 

   2. or exceptionally, some other arrangement is agreed in writing and expressly stated to the Client by the Company.

 

DELIVERY & PAYMENT

1. Delivery of goods and services shall be accepted when tendered whereupon payment is due 75% prior to the event (as per the Deposit terms) with 25% upon delivery.

2. We will invoice you for payment of the Fees either: 

a. when we have completed the Services; or 

b. on the invoice date set out in the quotation. 

1. VAT - Value Added Tax where applicable is payable on goods and services supplied by the Company whether or not included in the estimate. 

2. You must pay the Fees due within 28 days of the date of our invoice or otherwise in accordance with any credit agreed between us.

3. The Company reserves the right at its sole discretion to charge interest on all monies outstanding after 28 days from the date of the Company’s invoice. The rate of interest applied will be 5% above the Bank of England Base Rate on the amount outstanding until payment is received in full.  

4. In accordance with the Late Payment of Commercial Debts [interest] Act, interest becomes payable if any debt is not paid after 28 days from the date of invoice. Legally, the rate that can be charged is 8% above the prevailing Bank of England base rate at that time. JEM Live Ltd’s policy is currently to charge interest at 5% above the Bank of England base rate. 

5. A charge will be made to cover any additional costs incurred by the Company should the agreed delivery not be possible.

6. A charge will be made to cover any additional costs incurred by the Company should delivery of goods or services be to addresses other than those specified in the estimate. 

7. A charge will be made to cover any additional costs incurred by the Company should expedited delivery be agreed.

8. Should work be suspended at the request of or delayed by the Client for more than 28 days the Company reserves the right to apply for interim payment by way of invoicing the Client for goods and services supplied to date. 

9. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

10. If you do not pay within the period set out above, we, the Company can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you the Client. 

11. Receipts for payment will be issued by us only at your request. 

12. All payments must be made in British Pounds unless otherwise agreed in writing between us. 

13. Any queries relating to invoices must be notified in writing, to JEM Live Ltd within 14 days of the date of the invoice. Unless written notification from you, the Client, is received by the Company within the above specified timeframe, all invoices will be deemed as accepted by the Client.

 

CANCELLATION & AMENDMENT

1. The Company can withdraw, cancel or amend a quotation if it has not been accepted by the Client, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).

2. On acceptance of the quotation, the Client agrees to pay the 75% deposit as stated in Clause 21. As per the terms stated in clause 23 the deposit is non refundable unless exceptionally, some other arrangement is agreed in writing and expressly stated to the Client by the Company. It is at the discretion of the Company to consider or choose to exercise this exception if it is deemed appropriate.

3. If the Client cancels or withdraws from the agreed quotation after it has accepted the services and terms outlined, they shall reimburse the Company in respect of all costs and expenses incurred by the Company in connection therewith up to the date of cancellation. The Company reserves the right to review all costs incurred post-cancellation

4. In the event of a cancellation or reduction in value of the order by the Customer

   1. At any time up to two weeks prior to the delivery date, the Company will be entitled to recover from the Client a sum equal to any loss and expenses incurred by the Company or 75% of the charges as originally agreed/quoted, whichever is the greater.

   2. Within two weeks of the delivery date, the Company will be entitled to recover from the Customer the full charges agreed/quoted.

5. The Company reserves the right to withhold or cancel any further deliveries under the agreed quotation and may recover from the Client all losses resulting therefrom, for materials and work carried out to date.

6. The Company, and the Client, reserve the right to cancel a quotation of services for any reason prior to the Client’s acceptance (or rejection) of the quotation. 

7. Should the Client wish to amend any detail of the Services, the Company must be notified in writing as soon as possible. We, the Company, will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoices to you.

8. If, due to circumstances beyond our control, including those set out in the clause below (FORCE MAJEURE), we, the Company have to make any change in the Services or how they are provided, we will notify you, the Client immediately. We will use reasonable endeavours to keep any such changes to a minimum. 

 

FORCE MAJEURE

1. The Company shall not be liable for any delay or failure to provide the agreed service where such failure or delay results from any act or cause that is beyond reasonable control of that party. Such causes include but are not limited to: Act of God, legislation, civil unrest, fire, floods, storms, earthquakes, acts of terrorism, acts of war, drought, power failure, Internet Services Provider failure, industrial action, lock-out or strike.

 

LIABILITY

1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause. 

2. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract. 

3. We, the Company, are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for: 

   1. any indirect, special or consequential loss, damage, costs, or expenses or; 

   2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

   3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

   4. any losses caused directly or indirectly by any failure or the Client’s breach in relation to your obligations; or 

   5. any failure to perform any of our obligations as a direct result from inferior resources or information supplied by the Client, or

   6. any losses arising directly or indirectly from the choice of Services and how they will meet the requirements of the Client or Client’s use of the Services or any goods supplied in connection with the Services. 

4. You, the Client, must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

5. Nothing in these Terms and Conditions shall limit or exclude our, the Company’s, liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability. 

6. All Equipment hired will be entirely at the Client’s risk throughout the hire period and the Client is responsible for providing ‘all-risks’ insurance cover on all Equipment to full replacement value. All Equipment sold will be entirely at the Client’s risk immediately on delivery of the goods to the Client or its recipient. 

7.  In the event of loss or damage to Equipment hired, the Client shall reimburse the Company: 

   1. to the full replacement value thereof; and 

   2. to any loss of profits/income of the Company due to the unavailability of the lost or damaged Equipment. 

 

SUBCONTRACTING

1. We, the Company, can at any time, assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party without notice thereof to the Client. 

 

CLIENTS PROPERTY

1. Except in the case of a Client who is not contracting in the course of a business nor holding himself out as doing so, Client’s property and all property supplied to the Company by or on behalf of the Client shall, while in the possession of the Company or in transit to or from the Client, be deemed to be at the Client’s risk unless otherwise agreed in writing with the Company and the Client should insure accordingly.

2. The Company shall be entitled to make a reasonable charge for the retrieval from its archives of any Client’s property in the form of digital media or other assets kept by the Company after the completion and delivery to the Client of specific work.

3. The Company will not be held responsible for retaining Client property beyond a 6 month period. After 6 months, if client property, in the form of digital media or other assets, is removed or misplaced from the archives, we, the Company cannot be held liable. To confirm, the storage and management of property on behalf of the Client, will be for a guaranteed period of 6 months only maximum.

 

CLAIMS

1. Any advice of damage, dissatisfaction of condition, delay or partial loss of goods in transit, or of non-delivery, must be given by the Client in writing to the Company and the carrier within three days of delivery. In the case of non-delivery, within 28 days of dispatch of the goods. 

2. All other claims must be made by the Client in writing to the Company within 7 days of delivery. 

3. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular cose when the Client proves that it was not possible to comply with the requirements stated above.

 

TERMINATION

1. We, the Company, can terminate the provision of Services immediately if you, the Client:

   1. commit a material breach of your obligations under these Terms and Conditions; or 

   2. fail to pay any amount due under the Contact on the due date for Payment; or

   3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or 

   4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

   5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertaking or any part of them, any documents are given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency. 

2. We, the Company reserve the right not to proceed further with any contract with you, the Client, and shall be entitled to be paid forthwith for all costs incurred, work done, and materials purchased for the client, should any of the provisions of clause 62 apply.

 

COPYRIGHT

1. We, the Company, reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services until such time as the Client has purchased such Copyright or rights of the title by payment in full in accordance with this agreement and confirmation of the same is made in writing by the Company.

2. All rights in and to any design conceived by JEM Live Ltd in the course of the provision of services provided shall be and shall remain, upon their creation, JEM Live Ltd’s sole and exclusive property. This includes, but is not limited to technical drawings, CAD designs, rigging plots, sound predictions, video content, lighting design, stage design and custom set. JEM Live Ltd as named above is hereby identified as creator of this work in accordance with Section 77 of the Copyright, Designs and Patents Act, 1988. 

3. You, the Client, acknowledge JEM Live Ltd’s ownership of all copyright and intellectual property of all content created and agree that it remains in the Company’s exclusive ownership.

4. We, the Company, reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights. 

 

ILLEGAL MATTER

1. The Company may at its discretion refuse to print or produce any matter which in its opinion is or may be of an illegal or libelous nature or an  infringement of the proprietary or other rights of any third party. 

2. The Client shall indemnify the Company against all claims made against it and all costs and expenses incurred or paid by it  (including any damages costs and other sums paid either on legal advice in settlement of any claim or under a court order) in respect of any illegal or libellous matter or any infringement of copyright, patent, design or other proprietary or personal rights of whatsoever is contained in any material printed, produced or supplied to the Company by the Client.

 

RIGHT TO USE

1. The Company reserves the right to use, for the purposes of its own marketing, all work produced for the Client, on the understanding that such marketing for the Company shall not damage or misrepresent the Client’s brand or reputation and perception of the Client’s brand in any manner whatsoever.

2. The Company reserves the right to use all work produced for the client as stated in Clause 66, unless expressly stated in writing to the Company by the Client.

 

PUBLICITY

1. All publicity photographs or footage shall credit the Company, JEM Live Ltd, as responsible for the production.

2. The Company shall be offered free access to all photographs routinely offered to the press and free access to all production photographs owned by the producer for JEM Live Ltd’s own noncommercial purposes, including website, as laid out in the clause (RIGHT TO USE) above.

 

INSURANCE

1. The Client is advised to take out full insurance cover for the work or event, and in particular for any breakage, damage or loss of hired equipment, display materials, products, services, and for any personal belongings (including garments).

2. The Company shall not be held responsible for any loss or damage to any property unless due to negligence or other of the Company to perform its obligations under this agreement.

 

COMPLAINTS

1. Any complaints from the Client, must be notified in writing to the Company within 3 days of the date on the invoice.

 

SEVERANCE

1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable). 

 

LAW & JURISDICTION

1. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.

 

ACCEPTANCE

1. Acceptance of the Company’s quotation by the Client is deemed to be acceptance of all of the above stated Terms and Conditions of business.

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Yours JEM LIVE