In this Contract, unless the context so requires otherwise, the following terms shall have the following meanings:
“Business Day” means any day other than: (i) a Saturday; (ii) a Sunday; or (iii) a day when the clearing banks in the City of London are not physically open for business;
“Contract” means these Terms and Conditions together with the relevant Booking Order;
“Crew” means employees or sub-contractors supplied as personnel by CL to provide the Services to the Client, the number of which in respect of a particular event to be stipulated in the relevant Booking Order;
“Client” means the recipient of services from CL under these Terms and Conditions;
“Equipment” means safety equipment, tools or materials (if any) supplied by CL as part of the Services, as set out in the relevant Booking Order;
“Event” means the event, managed by the Client, in respect of which the Client requests that CL provides the Services;
“Event of Force Majeure” means any cause outside of a Party’s reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation;
“Fees” means the fees payable by the Client to CL for the provision by CL to the Client of the Services, based on the relevant Quotation and as agreed between the Parties in respect of the relevant Booking Order;
“Location” means the location of the Event, as stipulated in the Booking Order;
“Party” means CL or the Client, and “Parties” shall mean both of them;
“Quotation” means the quotation for the provision of the Services that CL provides to the Client prior to entry into this Contract;
“CL” means Crewlance Technologies Ltd, a company incorporated in England under company registration number (hidden) whose registered office is at 41 Kenley Road, KT1 3RP, Kingston Upon Thames, Surrey;
“Services” means the services to be provided by CL to the Client as set out in the relevant Booking Order (and which may include labour for a particular event run by the Client); and
“Booking Order” means the request provided by the Client to CL, based on a Quotation/Pricing, relating to the particular services supplied or arranged to be supplied by CL to the Client, including details as to the amount of labour to be provided, fees, locations and timetables;
References to “Clauses” are to clauses of these Terms and Conditions;
The headings are inserted for convenience only and shall not affect the construction or interpretation of this Contract;
A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm, partnership, trust, association, government or local authority department or other authority or body (whether corporate or unincorporated);
Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
A reference to “writing” or “written” includes in electronic form and similar means of communication (except under Clause 10).
The terms of this Contract apply to the exclusion of any terms and conditions submitted, proposed or stipulated by the Client in whatever form and at whatever time. These Terms and Conditions apply to all Services. Neither Party shall be bound by any variation, alteration nor amendment of this Contract except as agreed by both Parties in writing.
Save as expressly provided in this Contract, this Contract shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties preceding the date of this Contract and in any way relating to the subject matter of this Contract and to the exclusion of any representations not expressly stated in this Contract except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the Parties acknowledges that it has not entered into this Contract based on any representation that is not expressly incorporated into this Contract.
This Contract constitutes the whole agreement and understanding of the Parties as to the subject matter of this Contract and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Contract.
CL shall provide a Quotation to the Client on request or via Booking form on the website. Any subsequent Booking Order provided by the Client to CL must be in the form CL requires from time to time. This Contract shall be legally formed and the Parties shall be legally bound when CL has received a Booking Order from the Client and CL has informed the Client that the Booking Order is accepted (subject to any amendments that CL considers appropriate and agrees with the Client). Submission by the Client to CL of a Booking Order shall be deemed to be an offer by the Client to obtain Services from CL, subject to the provisions of these Terms and Conditions, and CL’s agreement to supply those Services that are the subject of that relevant Booking Order shall be considered acceptance of such offer, but the requirements for CL to perform any of its obligations under this Contract shall be conditional upon CL’s receipt from the Client of any advance payment of Fees as required under this Contract.
If the Client provides to CL a purchase order for its receipt of Services other than as set out in Clause 5, that purchase order (and any terms and conditions attached or referred to in it) shall be purely for the Client’s administrative purposes and shall not form part of this Contract.
In the event of a conflict between these Terms and Conditions and a Booking Order, these Terms and Conditions shall prevail.
Each contract formed in respect of a Booking Order constitutes a separate agreement; there may be more than one such agreement between the Parties in force at the same time as this Contract.
For the avoidance of doubt, in the event that CL is providing Crew and Services as a sub-contractor under a head agreement, these Terms and Conditions shall apply to such provision.
3. CHARGES AND PAYMENT
In consideration of obtaining the relevant Services CL provides pursuant to this Contract, the Client shall pay to CL the relevant Fees.
The Fees shall be agreed in writing between CL and the Client prior to the provision of the Services. CL reserves the right to increase the Fees at any time in the event of any change in:
a relevant foreign exchange rate;
a relevant currency regulation;
any relevant taxes or duties;
any other costs relevant to or having effect upon the supply of the Services; and/or
the scope or Services as initially agreed in the Booking Order.
If the Booking order is not already paid via website at the time of the booking the Client shall pay the Fees to CL at such times and in such instalments as CL may direct from time to time. Unless set out otherwise in this Contract, CL may issue invoices to the Client for the Fees at such intervals as CL may, in its absolute discretion, consider appropriate.
All sums due under this Contract are exclusive of VAT or other sales, import or export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of any sums due.
The Client shall pay CL for all undisputed Fees within 30 days after receipt of CL’s proper invoice.
The Client shall pay CL the Fees by any payment method that CL may stipulate from time to time. No payment shall be considered paid until CL has received it in cleared funds in full.
Payment of the Fees shall be in the currency in force in England from time to time or such other currency as CL may stipulate from time to time for the Fees.
Payment of all sums due to CL under this Contract shall be made by the Client in full without any set-off, deduction or withholding whatsoever.
If the Client is late in paying any part of any monies due to CL under this Contract and such payment remains outstanding for seven days following CL providing notice to the Client of such outstanding payment, CL may (without prejudice to any other right or remedy available to CL whether under this Contract or by any statute, regulation or bye-law) do any or all of the following:
charge interest and other costs on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;
recover CL’s costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment; and
suspend performance of this Contract until payment in full has been made.
4. CL’s OBLIGATIONS
CL warrants that:
it shall use its reasonable skill and care in providing the Services;
if it is supplying any Equipment, that Equipment is of a suitable standard for the purposes for which it is required (as stipulated in the Booking Order);
its employees, agents and subcontractors have the necessary skill to provide any Services;
it shall use its reasonable endeavours to ensure that whilst its employees, agents and subcontractors are at an Event they conform to the Client’s normal and reasonable codes of staff and security practice as are advised to them in advance by the Client; and
it shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of its rights and performance of its obligations under this Contract.
CL does not warrant that the Services will meet the Client’s individual requirements. CL is not responsible for any people, equipment, deliverables or services that it is not expressly stipulated to provide in this Contract. The Client is responsible for any people, equipment, deliverables and services that it needs to obtain from someone other than CL. Except for any matter in relation to which CL specifically agrees in writing to advise or do, CL shall not be responsible, or have any Liability (subject to Clause 1) for advising on, or failing to advise on, or doing, or failing to do, anything else.
Unless CL expressly agrees otherwise, CL shall not be required to provide the Services at any place other than the Location. CL shall not unreasonably withhold or delay its agreement to perform the Services at any other place that the Client reasonably requests, although the Client acknowledges that CL may charge additional Fees to reflect its extra costs in performing the Services at the different location.
CL shall use its reasonable endeavours to perform its obligations under this Contract within any timescales set out in this Contract. However, subject to Clause 1, CL shall not have any Liability for any delays or failures to accurately perform its obligations:
if it has used those endeavours; or
if caused by any failure or delay on the Client’s part or on the part of the Client’s employees, agents or subcontractors or by any breach by the Client of this Contract or any other agreement.
If there is any slippage in time, CL shall use its reasonable endeavours to reschedule delayed tasks to a mutually convenient time. For the avoidance of doubt, time shall not be of the essence in relation to the performance of CL’s obligations under this Contract.
If CL is delayed or hindered in providing any Services as a result of any breach, delay or failure by the Client to perform any of its obligations under this Contract or of any other agreement between the Parties, then CL may charge the Client at its standard rates from time to time for:
any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which CL had anticipated that its personnel would provide Services under this Contract but become unable to provide the Services at that time as a result of the Client’s act or omission); and
any time that CL was going to spend in providing the Services, in addition to the time it actually does spend in providing the Services.
Except where expressly stated in this Contract, CL excludes all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services.
5. THE CLIENT’S OBLIGATIONS
The Client shall:
ensure that the terms of the Booking Order, and any other instructions that it provides to CL for the Services, are correct and accurate;
provide proper, adequate, safe, comfortable and suitable environmental and operating conditions for CL and the Crew at the Location;
provide access, at all reasonable times during the Event at the Location, to car parking, adequate space, materials, equipment, hardware and third party facilities (including, in each case, promptly upon CL’s reasonable request) to enable CL to perform its obligations and exercise its rights under this Contract;
inform CL in writing a reasonable time before the commencement of any Services of any regulations relevant to it and the Crew when working at the Location;
ensure that it fully co-operates with, and makes itself available at all reasonable times for discussion and meetings with, CL and the Crew to enable CL to promptly perform its obligations under this Contract;
promptly provide to CL such information and assistance that will enable CL to carry out fully, accurately and promptly its obligations under this Contract to the best of its ability;
promptly comply with all of CL’s reasonable requests in connection with this Contract;
have all rights, permissions and consents to enter into, and perform its obligations under, this Contract; and
comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of its rights and performance of its obligations under this Contract.
It is the Client’s responsibility to ensure that the Services are sufficient and suitable for its purposes and meet its individual requirements.
The Client is responsible for ensuring that it provides CL with the information required to enable CL to properly provide the Services. CL shall not be responsible or, subject to Clause 1, have any Liability for any failure to provide the Services to the extent caused by the Client’s failure to properly ensure the provision of the relevant information.
Each Party undertakes that it shall not, at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party except:
to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out that Party’s obligations under this Contract. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this Clause 6; and/or
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Contract.
7. LIMITATION OF LIABILITY
CL does not exclude or limit its liability for:
its fraud; or
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
any breach of the obligations implied by Section 2 of the Supply of Goods and Services Act 1982; or
any other liability which cannot be excluded or limited by applicable law.
Subject to Clause 1:
CL shall, under no circumstances whatsoever, be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss, arising under or in connection with this Contract; and
CL’s total liability to the Client in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £[5,000].
The Client shall indemnify CL, and keep CL fully indemnified, against any and all direct, indirect or consequential losses, liabilities, demands, claims, proceedings, damages, costs, charges and expenses suffered by, incurred by, paid by or awarded against, CL in respect of any direct or indirect breach or negligent performance, or failure or delay in performance, of this Contract by the Client, including where such action or omission results in a claim by any Crew against CL.
Each Party shall maintain suitable public and employer’s liability insurance to cover their respective liabilities in respect of any act or omission for which it might become liable to the other Party.
8. TERMINATION AND CANCELLATION
This Contract shall commence on the date on which this Contract is entered into in accordance with its terms.
In the event that the Client needs to change the contents of a Booking Order (including the time at which it requires the Crew to attend the Event under the Booking Order), it must inform CL at least three hours before the proposed time at which CL is required to commence provision of the Services under the Booking Order; however, CL cannot guarantee that it will be able to accommodate any changes, and CL may require the Client to pay the Fees in respect of the Booking Order (prior to any changes) in any event.
In the event that the Client wants to cancel this Contract, the Client shall give at least 24 hours’ notice, prior to planned commencement of the provision of the Services under the Booking Order, to CL of such cancellation. In the event that the Client gives to CL:
less than 24 hours’ notice but more than eight hours’ notice of such cancellation, the Client shall be required to pay to CL 50% of the Fees payable under this Contract; and
twelve hours’ notice or less of such cancellation, the Client shall be required to pay to CL 100% of the Fees payable under this Contract.
Unless terminated earlier in accordance with the termination provisions under this Contract, this Contract shall continue in full force and effect until the latest of:
the completion of the provision of the Services in accordance with the relevant Booking Order; or
the conclusion of payment of all sums due under the relevant Booking Order.
Unless terminated earlier in accordance with the termination provisions under this Contract, this Contract shall continue in full force and effect until either Party gives to the other Party no less than [seven] days’ written notice.
Without prejudice to any of CL’s rights or remedies, CL may terminate this Contract with immediate effect (or such other notice period as CL sees fit in its absolute direction) by giving notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and such amount remains in default not less than seven days after being notified to make such payment.
CL may terminate this Contract immediately by notice in writing to the Client if:
the Client is in material breach of any of its obligations under this Contract, and, where such material breach is capable of remedy, the Client fails to remedy such breach within a period of 10 Business Days of being notified of such breach by CL; and/or
the Client gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the Client or an administration order is made or an administrator is appointed to manage the affairs, business and property of the Client or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the Client’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the Client takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.
Termination of this Contract shall be without prejudice to any accrued rights or remedies of either Party.
Termination of this Contract shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
On termination of this Contract for any reason:
CL shall cease to provide the Services under this Contract; and
all outstanding Fees and any other sums shall become immediately payable, whether invoiced or not.
Clauses 1, 2, 3, 6, 7, 9, 8.10, 8.11, 8.12, 9.1, 9.6, 10, 11, 12, 13, 14, 0 and 16 shall survive any termination of this Contract for any reason.
9. FORCE MAJEURE
Subject to Clause 1, and save for any obligations in respect of the payment of Fees, neither Party shall have any Liability for any breach, hindrance or delay in performance of its obligations under this Contract which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen.
Each of the Parties agrees to inform the other upon becoming aware of an Event of Force Majeure, such information to contain details of the circumstances giving rise to the Event of Force Majeure.
The performance of each Party’s obligations shall be suspended during the period that the circumstances persist and such Party shall be granted an extension of time for performance equal to the period of the delay.
Each Party shall bear its own costs incurred by the Event of Force Majeure.
If the performance of any obligations is delayed under this Clause 9, each Party shall nevertheless accept performance as and when the other shall be able to perform.
If the Event of Force Majeure continues without a break for more than one month, either Party may terminate this Contract immediately by notice to the other, in which event neither Party shall have any Liability (subject to Clause 1) to the other Party by reason of such termination.
If CL has contracted to provide identical or similar services to more than one client and CL is prevented from fully meeting its obligations to the Client due to an Event of Force Majeure, CL may decide at its absolute discretion which contracts it will perform and to what extent.
Any notice given to either Party under or in connection with this Contract shall be in writing, addressed to the relevant Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier.
A notice shall be deemed to have been received:
if delivered personally, when left at the address referred to in Clause 1;
if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or,
if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
The provisions of this Clause 10 shall not apply to the service of any proceedings or other documents in any legal action.
The Client may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Contract or any right, benefit or interest under it, nor transfer, novate or sub-contract any of its obligations under it, without CL’s prior written consent (such consent not to be unreasonably withheld or delayed).
If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.
If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
A waiver of any right or remedy under this 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 a Party to exercise any right or remedy provided under this 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.
13. THIRD PARTY RIGHTS
A person who is not a Party shall not have any rights under or in connection with this Contract.
14. NO PARTNERSHIP
Nothing in this Contract shall constitute a partnership or employment or agency relationship between the Parties.
15. GOVERNING LAW AND JURISDICTION
This 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 the laws of England.
The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation.