terms and conditions
In this document the following words shall have the following meanings:
1.1 “Contract” means these Terms and Conditions together with the terms of any applicable Service Specification and Letter of Engagement
1.2 “Customer” means the organisation or person who purchases or hires Goods and Services from the Company.
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, knowhow and all other forms of intellectual property wherever in the world enforceable.
1.4 “Service Specification” means a statement of work, quotation, agreed budget or other similar documentation describing the services to be provided by the Company in response to the Customer’s offer to purchase goods and services from the Company with relation to a specific event, series of events, stunt/s, activations, experiences or similar projects.
1.5 “Company” means Kit and Caboodle Ltd of 4th Floor, Venture House, 27-29 Glass House Street, WC1B 5DF (registered office address).
1.6 “Goods” means all materials developed, created or supplied by the Company including the furniture, accessories, props, Standard items and Bespoke items and other articles provided in relation to the Services.
1.7 “Bespoke” item means any article designed, developed and created or altered to the Customer’s requirements.
1.8 “Services” means the concept design, project management, construction, installation services, and/or Additional Services with relation to a specific event, series of events, stunt/s, activations, experiences or similar projects.
1.9 “Installation Services” means the provision of services to the Customer by the Company including but not limited to the installation and de-rig of Goods at the Venue and the provision of any Additional Services as provided in the Service Specification.
1.10 “Additional Services” means any additional specified services required by the Customer including but not limited to marquees, lighting, sound, caterers, performers and/or sub-contractors or suppliers..
1.11 “Parties” means the Customer and Company entering into the Contract.
1.12 “Venue” means the venue at which the Company will provide the project management, design, installation and additional services as specified in the Service Specification documentation.
1.13 “Commencement Date” means the date specified in the Service Specification and Engagement documentation as being the commencement of the contracted provision of services by the Company.
1.14 “Return Date” means the date on or before which the Customer is required to return the Goods supplied in accordance with the Service Specification, which it has been agreed are not the property of the Customer, nor are to be retained by the same.
1.15“Duration” means period starting when the Goods are dispatched to the Customer by the Company and ending when they are returned to the Company.
1.16 “Working Day” means Monday to Friday 9 am to 5 pm excluding UK Public and Bank Holidays.
1.17 “Price” means the price for the provision of Services as detailed in the Service Specification
2.1 These Terms and Conditions shall apply to all Contracts for the supply of Goods or Services by the Company to the Customer and together with the Service Specification contain the only terms and conditions which shall apply to the provision of the Goods and Services by the Company to the Customer to the exclusion of all other terms and conditions and the Contract supersedes any previous agreements, arrangements, undertakings or proposals, oral and written. Unless expressly provided elsewhere in the Contract, this Contract may be varied only by a document signed by both parties.
2.2 Before the commencement of the supply the Company shall submit a Service Specification which shall specify the Goods to be supplied, the services to be performed and the fees payable. The Customer shall notify the Company immediately if the Customer does not agree with the contents of the Specification. The Service Specification forms part of the Contract and is subject to these Terms and Conditions.
2.3 Any prices shown on the Company’s website or literature and any quotations provided by the Company do not constitute a legally binding offer by the Company.
2.4 In the event that the Customer or any third party, not being a sub-contractor of the Company, shall omit or commit anything which prevents or delays the Company from undertaking or complying with any of its obligations under this Contract, then the Company shall notify the Customer as soon as possible and shall have no liability in respect of any delay.
2.5 Goods, other than those purchased by the Customer and supplied for a permanent or semi-permanent installation, shall remain the property of the Company at all times.
3. FEES AND PAYMENT
3.1 Payment for the supply of Goods or performance of Services shall be as detailed in the payment schedule which forms part of the Service Specification documentation.
3.2 Invoiced amounts shall be due and payable within 10 Working Days of invoice, unless otherwise stated. The Company shall be entitled to charge interest on overdue invoices from the date when the payment becomes due until the date of payment at a rate of 10% per annum above the base rate of HSBC Bank plc. In the event that the Customer’s procedures require an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.
3.3 Unless otherwise agreed in writing in advance, an Engagement Fee of 20%, of the preliminary costing, is payable upon signing the Letter of Engagement, in order to secure the Services of the Company.
3.4 A further 60% of the agreed fee is payable no later than 20 Working Days prior to the agreed the date of the event or provision of Goods and Services, as specified in the Service Specification.
3.5 The 20% balance of payment, together with any additions or alterations agreed in writing shall be due no later than 10 Working Days BEFORE the date of the event or provision of Goods and Services.
3.6 Any last minute expenses pertaining to the event as approved by the client and the provider (Kit and Caboodle Ltd) will be charge for immediate payment within 5 Working Days of the event.
3.7 The Company reserves the right to levy an additional 15% of the hire fee for any Standard items, to set against breakage, loss and/or damage, including professional upholstery cleaning, of any hired Goods supplied by the Company. This fee is refundable in part or in full within 10 Working Days after the conclusion of the event.
4. CUSTOMER OBLIGATIONS
4.1 To enable the Company to perform its obligations under this Contract the Customer shall cooperate with the Company, provide the Company with any information reasonably required by the Company, obtain all necessary permissions and consents which may be required before commencement of the services and comply with such requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.2 The Customer shall be liable to compensate the Company for any expenses incurred by the Company as a result of the Customer’s failure to comply with Clause
4.3 Nothing may be attached to the Goods without prior permission from the Company.
4.4 Goods must be returned to the Company packaged, boxed and wrapped in the exact way in which they were received by the Customer.
4.5 Queries regarding the supply, delivery and collection of Goods must be notified to the Company immediately.
4.6 Where the Customer is arranging collection/return, the Company will refuse to release the Goods unless suitable transport is provided.
4.7 The Customer must provide an authorised representative to accept and receive the ordered Goods and sign off the delivery/collection receipt, thus accepting that the Goods are received in good order. The Company will supply a signed collection/return of goods notice on return of the Goods after the period of use. If the Customer is not present for the collection/return of Goods this collection/return of goods notice is final and conclusive evidence as to the number of items and the condition in which they are received.
4.8 The Customer acknowledges that some Standard goods sourced and supplied by The Company are not new and may have signs of reasonable wear and tear.
4.9 In the case that the Customer specifies the Venue the Customer shall comply with the following obligations:
4.10 The Customer is responsible for ensuring that their delivery/collection instructions and arrangements are consistent with parking restrictions and access to the venue. The Company re reserves the right to pass to the Customer the cost of any fines incurred due to incorrect delivery/collection instructions
4.11 If traffic regulations or similar provisions prohibit access to a ground floor loading bay at the venue, the Customer must ensure that alternative arrangements are made for the delivery and/or collection of the Hired Goods to provide a safe and suitable access at point of delivery and collection.
4.12 The Customer agrees that the Company may, without liability, omit, change or move any element of the Services as the Company reasonably considers necessary on the grounds of health and safety.
4.13 In the case where the Company is providing Installation Services, the Customer agrees to: provide full and accurate technical details of the Venue and access to the Venue as required by the Company prior to the Commencement Date; ensure the Services supplied by the Company comply with all health, safety and fire regulations at the Venue; where appropriate make available to the Company such facilities including power supply and other support as may be reasonably necessary to assist the Company in the performance of its obligations; ensure that any Goods of an electrical nature are tested prior to use and only used in conjunction with a Residual Current Device.
4.14 In the case where the Customer has specified the Venue, the Company shall be entitled to terminate the Contract without liability if in the Company’s reasonable opinion the technical details of the Venue are unsatisfactory and would not enable the Company to provide the Services in the Service Specification.
4.15 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
4.15.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
4.15.2 if applicable, the timetable for the project will be modified accordingly;
4.15.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs
5. DAMAGE AND INSURANCE
5.1 The Customer is solely responsible for the Goods for the Duration of the event and must insure against all risks.
5.2 The Customer undertakes to keep the Goods in good condition and to return the Goods in the order and condition in which they were hired.
5.3 The Customer will be charged the full cost of repairs, professional cleaning or replacement of Standard Goods damaged or lost during the Duration of the event. This may affect the refundable deposit.
6.1 Any cancellation by the Customer must be notified in writing to the Company.
6.2 In the event of the customer cancelling the event the following fees shall apply:
o Less than 15 working days prior to the event – 100% of total agreed fee
o More than 15 working days but less than 30 days – 75% of total agreed fee plus a cancellation charge covering any consequent demonstrable loss of earnings
o More than 30 days – the full cost of all work completed and commissioned at the date of cancellation, plus a cancellation charge covering any consequent demonstrable loss of earnings.
6.3 Cancellation of altered Standard items may incur an additional charge equivalent to restoration to their original state. Any refundable deposit hire fee of 15%, held on account, will be refunded in the case of cancellation except where held against outstanding costs.
6.4 The Customer’s failure to comply with any of the obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of damages to the Company as set out in this Clause 6.
6.5 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:
6.5.1 The other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
6.5.2 The other party takes any steps or actions 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; or
6.5.3 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.
6.6 Without affecting any other right or remedy available to it, the Customer may terminate the Contract with immediate effect by giving written notice to the Company if the Company's financial position deteriorates to such an extent that in the Customer's opinion the Company's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
6.7 In the event of the Customer terminating the Contract in accordance with clause 6.5 or 6.6, the Company shall immediately repay all payments made by the Customer prior to the date of termination, save where the Customer expressly agrees in writing, at its sole discretion, to accept the provision of any Goods or element of the Services that has already been procured in accordance with the Service Specification. To avoid any doubt, the cancellation charges set out in clause 6.3 shall not apply where the Customer terminates the Contract pursuant to clause 6.5 to 6.5.3 or 6.6.
7. ALTERATIONS TO THE SERVICE SPECIFICATION
7.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Contract shall be set out in the Service Specification which shall reflect the changed services and fees and any other terms agreed between the parties.
7.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the Company. On receipt of the request for alterations the Company shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
7.3 Where the Company gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 3 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Company by notice in writing whether or not it wishes the alterations to proceed, on the basis of any additional fees as agreed.
7.4 Where the Company gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Company shall perform this Contract upon the basis of such amended terms.
7.5 The Company reserves the right to make any changes required to ensure the Goods conform with any applicable statutory, EU or other requirements or any other changes which do not materially affect their quality or performance
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Company reserves all rights in its intellectual property of any nature whatsoever including without limitation copyright and design rights and the Customer shall not be entitled to any intellectual property rights arising out of the provision of the Services.
8.2 The Customer shall not release photographs, designs, quotations, drawings or recordings to any third party for any commercial purpose without the prior written consent of the Company.
9.1 The Customer will keep in strict confidence all technical or commercial know-how, specifications, drawings, quotations, inventions, processes or initiatives which are of a confidential nature and which have been disclosed to the Customer by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Customer may obtain. The Customer will restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know the same and will ensure that such employees, agents or subcontractors are subject to equivalent obligations of confidentiality as bind the Customer.
9.2 Data Protection. The parties shall comply with their respective obligations as set out in their respective data processing agreement/policies.
10.1 The Company’s liability for any of the following is not excluded or limited by these Terms and Conditions (even if any other term of the Terms and Conditions would suggest otherwise): death or personal injury caused by the Company’s negligence or negligence of its employees, servants or agents; or any other liability which cannot be legally excluded or limited.
10.2 Subject to clause 10.1, the Company shall not be liable to the Customer under or in relation to these Terms and Conditions (whether such liability arises due to negligence, breach of contract, misrepresentation or otherwise) for any indirect or consequential loss or damage.
10.3 Subject to clause 10.1 and without prejudice to the provisions of clause 10.2 the Company’s liability arising from or in connection with these Terms and Conditions (whether the liability arises from breach of contract, negligence or otherwise) shall be limited to a refund of the Price paid by the Customer for that element of the Services to which the liability relates.
10.4 The Company makes no warranty as to the suitability of the Hired Goods for the intended use by the Customer unless otherwise agreed by the Company.
11. FORCE MAJEURE
11.1 Neither the Company nor the Customer shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes (other than a strike of its own workforce), lock outs, accidents, war, fire, terrorism, pandemics, the act or omission of government, highway authorities or any telecommunications carrier, operator or administrator or other competent authority, or the delay or failure in malfunction, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
12. INDEPENDENT CONTRACTORS
12.1 The Company and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
12.2 The Company may, in addition to its own employees, engage sub- contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Company of its obligations under the Contract.
13.1 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under the Contract without the prior written consent of the Company.
14.1 If any provision of the Contract is held wholly or partly invalid, illegal, void, unenforceable or unreasonable for any reason by any court, tribunal or administrative body of competent jurisdiction such provision shall to the extent of such invalidity, illegality, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract shall continue in full force.
15.1 The failure or delay by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of the Contract.
16.1 Any notice to be given by either party to the other may be served by email, personal service or by recorded postal delivery to the address of the other party given in the Services Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent during normal working hours, Monday to Friday, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally, or if sent by recorded post shall be deemed to have been received upon signature.
17. NO THIRD PARTIES
17.1 Nothing in the Contract is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
18. GOVERNING LAW AND JURISDICTION
18.1 The Contract shall be governed by and construed in accordance with the law of the England and the parties hereby submit to the exclusive jurisdiction of the English courts.