Terms and Conditions

HEADINGS

The Headings in these Terms and Conditions are for ease of reference only and shall not be taken into account in the construction or interpretation of any clause to which they refer.

DEFINITIONS

In these Terms and Conditions:

  1. “the Company” or “The Aventive Group” is The Aventive Group Ltd
  2. “the Client” the legal person or organisation who has agreed to trade with the Company
  3. “the Terms” the Terms and Conditions of Trading contained herein
  4. “the Equipment” is defined to include all staging and bespoke set elements, all display elements (Plasma screens, wide-screens etc), all lighting effects, equipment and control, all audio systems, microphones, equipment and control, all video and camera equipment, all projection and display effects and equipment (projectors, LED screens, gobos), autocue, power distribution, all show control machines (laptops, computers), trussing and rigging elements – this is stated in detail on the quotation for each Contract. The Equipment specified on the Contract agreement to include all additions, replacements, removals, accessories including, where applicable, all protective coverings, flight cases, containers, stands, leads, cables, extensions and all other accessories necessary for the operation of the Equipment.
  5. “the Personnel” employees of the Company supplied i. definition includes Directors, Project Managers, Event Producers, Creatives, Designers, Technicians, Hire and Event Administrators etc. ii. for rigging and de-rigging of Equipment iii. independently of Equipment for technical support iv. to arrange all associated logistics and produce the event v. with Equipment to operate same
  6. “the Production Services” being those requested by the Client – e.g. multi-media design, film and editing, script writing, print work (i.e. sponsor, event branding and stage sets), stage design and build and full event production management g) “the Contract” being the final quotation of Equipment, Personnel and/or Production Services agreed between the Company and the Client

THE EQUIPMENT

    1. The Company undertakes to use its best endeavours to ensure that the Equipment is in good working order and condition at delivery to the Client or to a venue nominated by the Client or at the time the Client is informed that the Equipment is available for collection where applicable.
    2. The Client shall examine all Equipment on delivery or within a reasonable time (or Client collection by whatever means – i.e. Client transport, courier, taxi etc.). If any defect, deficiency or omission is discovered, the Company shall replace or repair any defective Equipment, or part thereof, as soon as practically possible without additional charge.
  1. The Equipment supplied is intended only to be fit for purpose for which manufacturer designed or intended. Any other use is at the Client’s own risk. The foregoing shall apply provided that: I. reasonably prompt verbal notification of any defect or deficiency is made to the Company and/or its representatives, ii. written Notice shall be given to the Company within 7 days of the completion of the Contract period

The Terms of this clause are without prejudice to the Terms of Clauses 11 and 22.

PROPERTY IN THE EQUIPMENT

The Equipment shall at all times remain the property of the Company. The Client shall not re-hire, sub-hire, sub-contract, pledge, cause a lien to be created or otherwise deal with the Equipment or any part thereof unless otherwise agreed in writing between the Company and Client. The Client hereby grants the Company an irrevocable licence to enter any premises where the Equipment is stored or in use at any time to inspect the Equipment and where the Client is in breach of any of the Terms herein to repossess its goods.

SUB–CONTRACTING

The Company shall be entitled in its absolute discretion to sub-contract in whole or in part any of its obligations under the Contract. The Company shall be fully responsible and liable for the acts and omissions of any subcontractors, agents, or personnel engaged in connection with the Services, as if such acts or omissions were those of the Company. The Company shall ensure that all such subcontractors are bound by terms and conditions consistent with those set forth herein.”

CARE OF THE EQUIPMENT

    1. The Client shall keep the Equipment securely at the delivery address provided to the Company and shall use or cause it to be used at that address. The Client shall not remove the Equipment or cause it to be removed without prior written agreement of the Company. The Client shall ensure that the equipment is kept in a safe and lockfast place when at place of use or place of storage. The Client accepts to be fully responsible for the safekeeping of the Equipment after delivery (or Client collection by whatever means) until collection (or Client return by whatever means) by Aventive Personnel.
    2. It is the Client’s responsibility, to the extent caused by the acts or omissions of Client or its employees, agents, or contractors, for any interference, damage, loss or repair needed to the Company’s Equipment caused by third parties during the Contract period (including event guests, delegates, event staff, sub-contractors engaged by Client, press and PR and other non-event related people).
    3. When the Equipment has to be left unattended during the Contract period – i.e. for multiple day events or to enable delivery/rigging/derigging/collection logistics, the Client will be responsible for ensuring the Equipment is in a secure and locked environment. This includes the Client making sure that, if the event is in a venue not owned by the Client, the management of the venue keep the doors and windows of the room(s) in which the Equipment is housed locked over night and at all other times when venue staff, The Aventive Group Personnel, Client employees or other event related Personnel are not present.
  1. Unless otherwise agreed in writing between the Company and the Client, the Client shall not use the Equipment on any abnormal or hazardous assignment, take out of the United Kingdom or take from the ground other than on a regular scheduled flight by any airline recognised by I.A.T.A. The Client shall be solely responsible for obtaining all customs clearances, licences and permits as shall be necessary to take the Equipment out of the United Kingdom. If any Equipment taken out of the United Kingdom is stolen or is damaged or breaks down the Company shall have no liability to replace it. If the Company agrees to replace the same, the Company’s liability shall only extend to delivery of any replacement at an address in the United Kingdom.
  1. The Client shall use or cause to be used the Equipment in a skilful and proper manner and in accordance with the Manufacturer’s instructions and shall bear at its own expense the repair and condition (save for wear and tear)if the repair is due to the negligence of the Client and further shall take all precautions necessary to ensure its safety and security.
  2. The Client will not interfere in any way with the Equipment or the mechanism thereof or obscure, damage or deface any nameplates, stickers, signs or serial numbers thereon. The Client will not expose the Equipment to the elements and will keep the Equipment protected at all times. The Client shall store the Equipment in its protective cases provided when not in use and when in transit.
  3. In accordance with the terms of this Agreement, the Client may be responsible for damage to the Equipment, the Client shall be charged with the cost of repair or full replacement as the case may be for loss or damage to the Equipment unless the same shall have been caused by the fault or misconduct of the Personnel. The Client shall not himself operate the Equipment, rig or de-rig the Equipment or in any way interfere with the Equipment nor appoint any agents for the operation, rigging or de-rigging of the Equipment unless agreed in writing between the Company and the Client where Personnel are not supplied by the Company. The Company reserves the right to request names and details of operators other than its own Personnel and where these details are not forthcoming to exercise its rights under Clause 18 hereof. If the Company is not satisfied with the experience, competence or suitability of operators named the Company reserves the right to substitute their Personnel at the usual rates.
  4. The Client shall not repair or attempt to repair the Equipment. The Client shall not request a third party to repair or attempt to repair the Equipment unless otherwise agreed in writing between the Company and the Client.

PROVISION OF EQUIPMENT, PRODUCTION SERVICES + PERSONNEL

    1. Notwithstanding the foregoing, the Company warrants that the Equipment and Production Services provided shall be fit for their intended purpose as communicated by the Client and shall perform in accordance with such purpose. The Company shall exercise reasonable skill and care in the selection and provision of such Equipment and Services. The Company shall remain responsible for ensuring that the Equipment supplied is suitable for the intended use, and any failure of the Equipment to perform in accordance with such intended purpose shall be the responsibility of the Company.
    2. Where specific Equipment is requested for Contract by the Client and said Equipment is unavailable, the Company reserves the right to substitute Equipment of an equivalent standard, which may incur an increase in price. price, upon notifying the Client of the unavailability and presenting all the available options. For the avoidance of doubt, the Company shall not increase the price without obtaining Client’s written consent to the increase.
    3. Where specific Equipment, Production Services and Personnel have been quoted for by the Company and on confirmation by the Client, they are no longer available, the Company has the right to substitute these goods for an equivalent standard, which may incur an increase in price.price, upon notifying the Client of the unavailability and presenting all the available options. For the avoidance of doubt, the Company shall not increase the price without obtaining Client’s written consent to the raise 

8 Filming and Editing 

  1. Where appropriate, the Client shall provide appropriate security arrangements and approvals for any filming commissioned to the Company (security clearance with companies, approvals by parents to film children, approvals with relevant governing bodies – e.g. Councils) 3
  1. Any confidential or proprietary information which is acquired by the Company when filming for a to do so by law. If required, the Company will sign and adhere to the conditions of any Confidentiality Agreement used by the Client.
  1. In consideration of and subject to, the final payment of full fees due to the Company with regards to the filming and editing services by the Client, the Company hereby assigns to the Client the full title guarantee of all the present and future copyright and other intellectual property rights howsoever arising in the filmed and edited content.
  2. The Company can request to use selected segments of the completed edit to use for marketing material of the Company.

ORIGINAL CREATIVE DESIGN WORK

      1. Where the Contract requires the Company to create original works – creative design, animations and graphics imagery – the copyright of such shall be the property of the Company in accordance with the Copyright, Designs and Patents Act 1998. The Company shall grant to the Client, at no additional charge, a licence to reproduce the images in any quantity and in any part of the world.
      2. The Company has the right to use this creative design work – without seeking permission from the Client – as part of its marketing material as examples of its work to future Clients.

AUTHORITY

Any order or instruction given to the Company or a Personnel by the Client or on the Clients behalf – whether verbal or in writing – shall be deemed to be the instructions of the Client. Any person giving an order or instruction to the Company or any Personnel warrants himself to be an authorised agent of the Client. The Company shall not be liable for any misunderstanding or inaccuracies arising from any order or instructions not received by the Company in writing or so confirmed. The Client shall be responsible for any order, instruction, representation or requests for advice made by the Client to any Personnel. Any verbal quotation given by telephone or by a Personnel is not binding unless confirmed by the Company in writing.

DELIVERY

      1. The Equipment shall be delivered and/or collected at such time and place as is Contracted for between the Company and the Client. If delivered to the Client the signature of any person being or purporting to be the Client, a representative of the Client or an employee thereof shall be sufficient to evidence delivery.
      2. The Company shall use its best endeavours to comply with times and dates for delivery as agreed between the Company and the Client subject to Clause 26 to follow hereon. The Company shall not be liable for non-delivery of Equipment or non-arrival of Personnel by a specific time or date.

COLLECTION

Unless otherwise agreed in writing between the Company and the Client it shall be the responsibility of the Client to return the Equipment to the Company on the Termination of the Contract. If the Company agrees to collect the Equipment on Termination of the Contract the Client shall remain responsible for the secure storage, repair and condition of the Equipment until collection.

CONTRACT PERIOD

The Contract period shall commence when the Equipment etc. leaves the Company’s premises either by delivery of the Equipment by the Company to the Client or agreed venue, or on collection

by the Client and shall end when the Equipment etc. is returned to the Company’s premises by the Client or the Company. If any Equipment is lost or damaged the Contract period shall be extended until the Company is able to repair or replace it. The foregoing is without prejudice to Clause 18 to follow hereon.

ADDITIONAL SERVICES + EXPERTISE CONTRACTED BY THE CLIENT

Where the Client instructs the Company to provide additional Equipment, Personnel or Production Services whether within or out with office hours these additional works will be charged at normal rates.

PAYMENT

    1. The Client shall pay to the Company the Contract charges as demanded by the Company. Payment shall be made by the due date. Payment shall be made to the Company’s address as specified on demands for payment. Punctual payment is essential. Payment by post is at the Client’s risk.
    2. Payment Terms – options:
      1. for normal hires and events with existing Clients, full payment must be made strictly within 30 days from the invoice date.
      2. for larger events, The Aventive Group may request up to 50% of the total Contract to be invoiced in advance and must be paid in full a minimum of 7 days prior to the first day of the event. The remainder of the Contract will be invoiced post event and must be paid in full strictly a maximum of 30 days from that invoice date or sooner if agreed with the Client. iii. for new Clients and for projects over £100,000, The Aventive Group may request up to 100% of the total Contract to be invoiced in advance and must be paid in full a minimum of 14 days prior to the first day of the event. Any remainder of the Contract will be invoiced post event and must be paid in full strictly a maximum of 30 days from that invoice date, or sooner if agreed with the Client.
    3. If any of the above Payment Terms Options are not adhered to then The Aventive Group reserve the right the cancel any discounts or specific incentive pricing and recharge the Client the difference up to full pricing on a separately produced invoice. Also, without prejudice to any other rights or remedies, The Aventive Group reserves the right to charge interest on all invoices not paid by the due date at 4% per annum above the base rate of Bank of Scotland on a month to month accumulative basis.
    4. Any discount offered by the Company is discretionary per Client and is offered within a time sensitive window. The Company reserves the right to remove the offered discount(s) if confirmation of the Contract is not received from the Client in a timely manner, within the stated discount time period. This will be clearly stated on the Company’s quotation and accompanying literature to the Client.
    5. The Company reserves the right to charge a deposit in respect of Equipment hire. This deposit shall be paid prior to delivery (or Client collection by whatever means) of the Equipment. If the deposit is not paid on time the Company reserves the right to withhold delivery and to exercise any rights or remedies available to it including default remedies under Clause 18 hereof. The Company reserves the right to retain any deposits paid to them to account of other sums due and resting owing to them by the Client. The Client shall not be entitled to set-off any deposit paid against any demand for payment made by the Company. The Company shall return deposits only when payment in full has been received by the Company.
  1. Any discount offered by the Company is discretionary per Client and is offered within a time sensitive window. The Company reserves the right to remove the offered discount(s) if confirmation of the Contract is not received from the Client in a timely manner, within the stated discount time period. This will be clearly stated on the Company’s quotation and accompanying literature to the Client.
  2. The Company reserves the right to charge a deposit in respect of Equipment hire. This deposit shall be paid prior to delivery (or Client collection by whatever means) of the Equipment. If the deposit is not paid on time the Company reserves the right to withhold delivery and to exercise any rights or remedies available to it including default remedies under Clause 18 hereof. The Company reserves the right to retain any deposits paid to them to account of other sums due and resting owing to them by the Client. The Client shall not be entitled to set-off any deposit paid against any demand for payment made by the Company. The Company shall return deposits only when payment in full has been received by the Company.
  3. Payment shall be made in Sterling currency unless otherwise agreed in writing by the Company. Where the Client requires to convert sums due in payment to Sterling, Bank of Scotland exchange rates as at the due date for payment shall apply.
  4. The Client shall pay Value Added Tax, or similar tax, at the applicable rate in addition to all charges due to be paid by the Client to the Company at the due date together with any other applicable taxes or charges levied.

DISPUTES

      1. Any disputes on invoices require to be intimated by the Client to the Company in writing within 7 days of invoice date. If intimation is made timeously the Company shall use its best endeavours to investigate the Clients claims. Where timeous intimation is not made the Company reserves the right not to accept any claims thereon.
      2. Should the Client be dissatisfied with the performance of the Company intimation thereof must be made in writing to the Company within 7 days of completion of Contract. The Company will use its best endeavours to resolve any matters addressed by the Client provided timeous intimation is made.

TERMINATION

This Contract may be terminated forthwith by the Company if the Client:

  1. Being a Company shall: i. pass a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all the obligations of the Client under this agreement) and/or ii. a Court shall make an order to that effect, or
  2. Being a partnership shall be dissolved, or
  3. Being an individual shall: i. commit an act of Bankruptcy, or ii. shall die, or if the Client whether a Company or not, shall cease to carry on its business or substantially the whole of its business or

becomes or is declared insolvent.

DEFAULT IT THE CLIENT:

      1. fails to pay when due any sum payable to the Company including any sum required by way of deposit and/or pre-payment, and/or b) fails to observe or perform any of the provisions hereof; the Company may (without prejudice to any other right or remedy) after notice summarily cancel the Contract and/or withhold delivery of services; and/or stop Equipment in transit and to repossess Equipment if it has been delivered; and the payment of the price of any Equipment on hire, Production Services and Personnel or ancillary charges to that Client shall immediately become due.

CANCELLATION

If the Client cancels the Contract or any part thereof or any order placed with the Company it shall be liable by way of liquidated damages for the payment of charges in accordance with the following:

  1. where the event is cancelled or curtailed by the Client 30 days or less of the scheduled delivery date of the Equipment to the stated venue, the full quoted fees and expenses are payable by the Client (100% of the Contract – final agreed quotation)
  2. where the event is cancelled or curtailed by the Client 30 days or more of the scheduled delivery date of the Equipment to the stated venue, half of the quoted fees and expenses are payable by the Client (50% of the Contract – final agreed quotation) Where the Client cancels any order and such cancellation renders abortive any preparatory work done or expenditure incurred by the Company to meet the Clients requirements, then without prejudice to and notwithstanding the foregoing, a fair and reasonable cancellation charge shall be payable.

RISK

The Equipment shall be at the risk of the Client during the Contract period. The Client is responsible for loss of hire charges by the Company following loss or damage to hired Equipment up to £30,000 or 13 weeks hire charges whichever is the lesser figure. All hire Equipment in the Contract must be insured with an all risks and replacement with new basis. Unless otherwise agreed in writing under Clause 21 hereof the Client shall be responsible for insuring the Equipment to its full replacement insurable value for new Equipment (or similar new Equipment when the particular Make or Model is no longer available) against all loss and damage whatsoever.

INSURANCE

    1. Unless otherwise agreed in writing between the Company and the Client, the Client shall contribute an additional 10% of the total Equipment hire cost value to the Company being an Equipment Insurance Waiver against loss or damage to the Equipment during the Contract period providing full replacement with new Equipment cover. The Client will be liable for the first £250 of loss arising from each and every indemnifiable occurrence and for neglect, loss, loss or use or consequential loss. The Client shall comply to the terms, exclusions and conditions of the Company’s Insurance Policy in so far as they apply and to these Terms and Conditions of Business of The Aventive Group and should these be breached by the Client (resulting in the Insurance Policy failing to respond in the event of loss or damage), the Client will be expected to meet the cost of loss or damage in full.
    2. For larger events, The Aventive Group applies a Project Management Fee, which includes the Equipment Insurance Waiver as detailed in Clause 21

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(a). Our industry specific ‘Focus’ Insurance Policy also offers excellent cover to The Aventive Group (not transferable to the client) enabling the Company to give total peace of mind to our Clients and includes, Loss of Hire Charges, Business Interruption, Property Damage, £100,000 cover for Production Insurance for both Multi-Media and Producers Indemnity, £250,000 cover for Professional Indemnity, £10,000,000 Employers liability and £10,000,000 Public/Products liability cover.

  1. Where the Client effects its own Insurance under Clause 20 

      Client represents and warrants that it has obtain and will maintain during the Rental Period, the          following insurance policies:

(i)                  a Property Insurance Policy covering, on an all-risk basis, damage to the Equipment while under the care and custody of Client for the full replacement value of the Equipment;

(ii)                (ii) a Public Liability Insurance with minimum limit of one million Pound Sterling (£2,000,000); and

(iii)               (iii) a Employers Liability Insurance policy as required by applicable law and with minimum limit of ten million Pound Sterling (£10,000,000) or the equivalent in the local currency, per occurrence. 

Failure to maintain or the cancellation of any of the required insurance coverages during the Rental Period shall constitute a material breach of this Agreement by Client. Upon request, the Client will provide certificates attesting to the above coverage.

LIABILITY

The Company’s liability under the Terms hereof shall be to the exclusion of any other liability to the Client (other than for death or personal injury caused by the Company’s negligence as defined in Section 1 of Unfair Contract Terms Act 1977 whether contractual, delictual or otherwise for faults in the Equipment, for any death or personal injury caused by the Equipment, or for any loss or damage to or caused by the Equipment. Where the services of Personnel are supplied by the Company to the Client the Company has no obligation, duty or liability to the Client in Contract, delict or breach of statutory duty or otherwise beyond that of a duty to exercise reasonable care.

THEFT OF EQUIPMENT

Without prejudice to any of the foregoing, in the event of theft of any Equipment during the Contract period the Client shall immediately report theft to the Police and provide the Company with full details of that report.

COPYRIGHT

The Company shall not be liable for the use of any material protected by Copyright, Trademark or otherwise, supplied or requested by the Clients. The Client agrees to indemnify the Company against all claims or actions in respect of all such foregoing matters inclusive of legal fees and expenses.

RELAXATION

No relaxation delay or indulgence of these Terms which the Company may extend to the Client shall affect the Company’s rights as specified herein or any other rights or remedies available to the Company.

FORCE MAJEURE

The Company shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following:

  1. Acts of God;
  2. riot, civil commotion or disorder;
  3. terrorism or civil war;
  4. the act of any government or authority;
  5. fire, explosion, flood, fog or bad weather;
  6. theft, malicious damage, strike, lockout or any industrial action;
  7. power failure, failure of telecommunication or Internet Services, failure or breakdown of plant or machinery or Equipment or vehicles;
  8. any cause or circumstance out with the Company’s reasonable control.
  • JURISDICTION + CHOICE OF LAW
    1. These Terms and Conditions shall be governed by the Laws of Scotland and shall be construed as such.

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  1. The Company and the Client agree to prorogate the jurisdiction of any dispute and to commence any proceedings thereon to the English Courts.