- 1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Client: the person, firm or Company who receives the Services from Private Drama Events.
Contract: the contract between Private Drama Events Ltd and the Client for the provision of Services, incorporating a Letter of Engagement (defined below) signed by the Client) and these terms and conditions of business.
Event: the event set out in the Letter of Engagement;
Private Drama Events: Private Drama Events Ltd whose registered business address is 4 Rylett Crescent, London W12 9RL.
Services: any Services agreed in the Contract to be supplied to the Client by Private Drama Events (including any part or parts of them).
- 1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or
re-enactment and includes any subordinate legislation for the time being in force made under it.
- 1.3 Words in the singular include the plural and in the plural include the singular.
- 1.4 A reference to one gender includes a reference to the other gender.
- 1.5 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
- 2.1 On receiving instructions from the Client, Private Drama Events will write to the Client to record those instructions (‘Letter of Engagement’)
and to confirm the services it will provide to their Client.
That Letter of Engagement, once countersigned by the Client and received by Private Drama Events, together with these terms and conditions of business and any variations agreed in writing by both parties from time to time shall together form the Contract.
- 2.2 Subject to any variation under condition 2.4 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).
- 2.3 No terms or conditions endorsed on, delivered with or contained in the Client’s confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
- 2.4 These conditions apply to all Private Drama Events’ services and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by an authorised signatory of Private Drama Events. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Private Drama Events, which is not set out in the Contract. Nothing in this condition shall exclude or limit Private Drama Events’ liability for fraudulent misrepresentation.
- 2.5 No instruction made by the Client shall be deemed to be binding on Private Drama Events until Private Drama Events receives the countersigned Letter of Engagement from the Client.
- 2.6 Any quotation is given on the basis that no Contract shall come into existence until Private Drama Events receives the countersigned Letter of Engagement from the Client. Any quotation is valid for a period of 30 days only from its date, provided that Private Drama Events has not previously withdrawn it.
- 2.7 Private Drama Events will take instructions from the Client and from any person authorised by the Client to give such instructions. Private Drama Events’ duty of care is to the Client and does not extend to third parties.
- 3.1 The description of the Services to be produced shall be as specified in the Contract.
- 3.2 All drawings, descriptive matter, specifications and advertising issued by Private Drama Events and any descriptions or illustrations are published for the sole purpose of giving an approximate idea of the Services described in them. Such materials shall not form part of the Contract.
- 3.3 Unless the Client specifies particular requirements and those requirements are agreed by Private Drama Events in writing, provision of the Services will be carried out in accordance with Private Drama Events’ standard documentation and methodology.
4. PROVISION OF SERVICES
- 4.1 The Client is responsible for ensuring that the Services to be carried out as specified in the Letter of Engagement are described completely and accurately.
- 4.2 Provision of the Services shall take place at the location specified in the Contract.
- 4.3 The dates specified by Private Drama Events for provision of the Services shall be stated within the Letter of Engagement.
- 4.4 If Private Drama Events agrees to provide services in separate installments, each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract.
- 4.5 Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Client to repudiate or cancel any other Contract or installment.
- 4.6 The Contract shall commence on the date the Letter of Engagement is signed by the Client and shall automatically terminate on the date set out
in the Letter of Engagement, unless otherwise agreed by the parties in writing.
- 5.1 Unless otherwise agreed by Private Drama Events in writing, the price for the Services shall be the price set out in the Letter of Engagement.
- 5.2 The price for the Services shall be exclusive of any value added tax.
- 5.3 Value added tax will also be payable on charges and on taxable expenses
incurred on behalf of a Client. Private Drama Events’ VAT number is: 946483584.
- 6.1 Subject to condition 6.4, payment of the price for the Services is due in pounds sterling on the date specified on the invoice raised by Private Drama Events.
- 6.2 Time for payment shall be of the essence.
- 6.3 No payment shall be deemed to have been received until Private Drama Events has received cleared funds.
- 6.4 All payments payable to Private Drama Events under the Contract shall become
due immediately on its termination despite any other provision.
- 6.5 Any additional extras agreed with the Client shall be invoiced within 14 days
of the event.
- 6.6 The Client shall make all payments due under the Contract in full without
any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Private Drama Events to the Client.
- 6.7 If the Client fails to pay Private Drama Events any sum due pursuant to the Contract, the Client shall be liable to pay interest to Private Drama Events on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Lloyds Bank plc accruing on a daily basis until payment is made, whether before or after any judgment. Private Drama Events reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7. TIMING AND STAFFING
- 7.1 Private Drama Events may, in addition to its own employees and agents, engage sub-contractors (“Associated Organisations”) to provide all or part of its obligations under the Contract, provided always that such engagement shall not relieve Private Drama Events of any obligation under the Contract and Private Drama Events shall be responsible for the performance of any sub-contractor, its employees or agents.
- 7.2 Notwithstanding any other provision of the Contract, if any sub-contractor becomes unavailable or unable to provide the Services, Private Drama Events reserves the right (but does not guarantee) to replaces such sub-contractor with another of equivalent standard.
- 7.3 All time spent by Private Drama Events as a result of delays incurred because of the Client or professionals or other third parties assisting the Client will be invoiced to the Client as additional expenses to take into account the value of any additional costs incurred by Private Drama Events. Such invoice shall be payable by the Client in accordance with condition 6(1) above.
- 7.4 In relation to any claims the Client may have against Private Drama Events under the Contract arising out of the performance of the Services by an Associated Organisation, the Client shall:
- 7.5 In respect of claims made against the Client by any third party, allow Private Drama Events and/ or its insurers full conduct and control of any such claims; and
so far as they apply to the Client, observe, fulfill and be subject to the terms of Private Drama Events’ insurance policy (a copy of which is available upon request).
8. INTELLECTUAL PROPERTY RIGHTS
- 8.1 The copyright and all other intellectual property rights of whatsoever nature in any performance, reports or written material of whatsoever nature provided by Private Drama Events to the Client as part of the Services shall be and remain the property of Private Drama Events or a third party (as the case may be).
- 8.2 Any programs or material of whatsoever nature provided to the Client by Private Drama Events in the course of carrying out the Services must be used by the Client only with the prior written permission of Private Drama Events and subject to the intellectual property rights in such programs or material and on such licence terms as Private Drama Events may specify
- 8.3 The Client warrants that any material provided to Private Drama Events by the Client for the purposes of providing the Services will not infringe the copyright or other rights of any third party and the Client will indemnify Private Drama Events and keep Private Drama Events fully and effectively indemnified against all costs claims demands expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use by Private Drama Events of any information or material supplied by the Client for the purpose of enabling Private Drama Events to provide the Services infringes the intellectual property rights (of whatsoever nature) of any third party.
- 8.4 The provisions of this clause shall survive the termination of the Contract for any reason.
- 9.1 Private Drama Events shall arrange public liability insurance cover of £5 million in relation to its legal liability for damage to property and personal injury to third parties (such insured amount to be in respect of all claims relating to one occurrence or accident).
- 9.2 The Client shall ensure that it has adequate insurance in respect of public and third party liabilities it may have which are not covered by Private Drama Events’ insurance referred to above or Private Drama Events’ liability as set out in Clause 11. [Private Drama Events recommends that the Client considers taking out cancellation insurance]
- 10.1 By agreeing to undertake the work involved in performing the Services, Private Drama Events incurs costs in preparing for provision of those Services and also loses the opportunity to undertake further work that would use the same resources. Accordingly, if the Client cancels the Event, it shall pay the cancellation fees set out in the Letter of Engagement and Private Drama Events shall be under no obligation to refund or repay to the Client any monies held by it relating to the Contract.
- 10.2 Without prejudice to any accrued rights or remedies to which it may be entitled, either party may terminate the Contract forthwith: (i) for any material or persistent breach which if capable of remedy has not been remedied within 14 days following written notice to do so; or (ii) if the other party becomes insolvent or goes into liquidation, or passes a resolution for winding up or if a Court makes an order to that effect, or has a receiving or administration order made against it or any event analogous to any of these events occurs.
- 10.3 Termination of the Contract shall be without prejudice to any rights of each party against the other which may have accrued up to the date of such termination.
- 10.4 Upon termination of the Contract for any reason: (i) both parties shall cease use of the other party’s intellectual property rights; and (ii) each party shall return to the other any confidential information in its possession or control relating to the other.
11. LIMITATION OF LIABILITY
- 11.1 The following provisions set out the entire financial liability of Private Drama Events (including any liability for the acts or omissions of its employees, Associated Organisations, agents and sub-contractors) to the Client in respect of:
- 11.1.1 any breach of these conditions;
- 11.1.2 any use made by the Client of the advice or information provided by Private Drama Events through the performance of the Services;
- 11.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract; and
- 11.1.4 otherwise arising or in any way relating to any Contract or these conditions
- 11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- 11.3 Nothing in these conditions excludes or limits the liability of Private Drama Events:
- 11.3.1 for death or personal injury caused by Private Drama Events’ negligence; or
- 11.3.2 for any matter which it would be illegal for Private Drama Events to exclude or attempt to exclude its liability; or
- 11.3.3 for fraud or fraudulent misrepresentation.
- 11.4 Subject to condition 11. 2 and condition 11. 3:
- 11.4.1 Save as provided in condition 11.4.2, Private Drama Events’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Services set out in the Letter of Engagement or as otherwise agreed by Private Drama Events in writing;
- 11.4.2 Private Drama Events’ legal liability arising in connection with the performance or contemplated performance of the Contract in respect of (a) accidental personal injury; (b) accidental property damage; and (c) accidental obstruction, physical loss of amenities, trespass, nuisance or interference with any right of way, light, air or water shall be limited to (i) the price of the Services set out in the Letter of Engagement or as otherwise agreed by Private Drama Events in writing or (ii) the amount recoverable under Private Drama Events’ insurance policy, whichever shall be the higher; and
- 11.4.3 Private Drama Events shall not be liable to the Client for any:
- a. pure economic loss;
- b. loss of profit;
- c. loss of business, or depletion of goodwill, in each case whether direct, indirect or consequential, or
- d. any claims for consequential loss whatsoever (howsoever caused) which arise out of or in connection with the Contract.
- 12.1 Private Drama Events may assign the Contract or any part of it to any person, firm or Company.
- 12.2 The Client shall not be entitled to assign the Contract or any part of it.
- 13.1 The terms of the Contract and all information disclosed by either party, its servants, Associated Organisations, agents or contractors to the other party in connection herewith are supplied in confidence and shall be treated by the other party as confidential and shall not without the prior written consent of the party disclosing such information be divulged to any person other than those persons to whom it is necessary to supply such information to enable the Services to be provided. The party who receives such information shall procure that any such persons to whom such information is divulged shall themselves observe the requirements of this clause. This clause shall be of effect notwithstanding the performance or termination of the Contract.
- 13.2 The provisions of this clause shall not apply to any Confidential Information that:
- 13.2.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this clause);
- 13.2.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
- 13.2.3 was, is or becomes available to the receiving party on a non- confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; and
- 13.2.4 the parties agree in writing is not confidential or may be disclosed.
- 13.3 Notwithstanding condition13.1 above Private Drama Events may, with the prior
approval of the Client, at any time publicise its involvement with the Client and the fact that it has provided services to the Client (although not the terms of those services or any Contract with the Client).
14. USE OF DATA
- 14.1 Private Drama Events will at all times comply with its obligations under the General Data Protection Regulation (‘GDPR’) in the performance of the Services and will use all information obtained by it from the Client only for the purposes of the Contract. Private Drama Events shall take appropriate measures (both technological and organisational) to prevent unauthorised or unlawful processing of Personal Data (as that term is defined in the GDPR) that it receives from the Client in the course of performance of the Contract and to prevent any loss, destruction or unauthorised disclosure of such Personal Data.
- 14.2 In the course of Private Drama Events’ work Private Drama Events obtains from the Client personal data to use in the provision of the Services. Information may be disclosed to third parties to provide these Services. Private Drama Events also aims to provide the Client with updates on the business of Private Drama Events from time to time. To meet these aims Private Drama Events uses and maintains contact data on each Client. A Client not wishing its data to be used for these purposes should notify Private Drama Events in writing. In the absence of such notification Private Drama Events will assume that it has consent for these activities. Subject to the terms of the Data Protection Act, individuals are entitled to know what personal data Private Drama Events holds about them and the reasons for it being retained. A Client wishing to have access to his or her personal data should write to Private Drama Events.
15. DISPUTE RESOLUTION
- 15.1 The parties will attempt to settle any dispute (other than relating to undisputed invoices, in respect of which Private Drama Events may have recourse to the English courts) arising out of the Contract by negotiation and failing settlement by negotiation, by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. To initiate the mediation a party must give notice in writing (ADR Notice) to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR. A party may not serve an ADR Notice until 21days after it has made a written offer to the other party to negotiate a settlement to the dispute. The mediation will start not later than 14 days after the date of the ADR Notice.
- 15.2 The commencement of negotiations or mediation will not prevent the parties commencing or continuing court proceedings or at any time, whether before or after the commencement of the negotiations or mediation, applying to the English Courts for declaratory and/or injunctive relief as appropriate or necessary.
- 15.3 Subject to condition 15.1 each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
- 16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post:
- 16.1.1 (in case of communications to Private Drama Events) to its address set out in the Letter of Engagement or such changed address as shall be notified to the Client by Private Drama Events; or
- 16.1.2 (in the case of the communications to the Client) to the
address set out in the Letter of Engagement of the addressee (if it is a Company) or (in any other case) to any address of the Client set out in any document which forms part of the Contract or such other address as shall be notified to Private Drama Events by the Client.
- 16.2 Communications shall be deemed to have been received:
- 16.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
- 16.2.2 if delivered by hand, on the day of delivery;
- 16.3 Communications addressed to Private Drama Events shall be marked for the relevant Event Organiser
- 17.1 Each right or remedy of Private Drama Events under the Contract is without prejudice to any other right or remedy of Private Drama Events whether under the Contract or not.
- 17.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
- 17.3 Failure or delay by Private Drama Events in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
- 17.4 Any waiver by Private Drama Events of any breach of, or any default under, any provision of the Contract by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
- 17.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
18. MODERN SLAVERY
- 18.1 The Parties agree that they are committed to the eradication of modern slavery and child exploitation (as defined in the UK Modern Slavery Act 2015) and will comply with all relevant local laws in relation to the eradication of modern slavery. The Company shall: ensure that any contracts with subcontractors or delivery partners in relation to this Agreement shall contain wording at least as onerous as those set out in this Clause and notify PT as soon as it becomes aware of any actual or suspected slavery or child exploitation in a supply chain which has a connection to this Agreement; maintain appropriate records to trace the supply chain in connection with this Agreement, and to allow PT access to those records upon request; and the Company warrants that at the date of this Agreement it has not been convicted or involved in any investigation regarding modern slavery or child exploitation.