Terms and Conditions of Business
The Terms and Conditions of Business (hereafter referred to as the Terms) that follow should be read carefully, and in conjunction with any quotation or invoice. In agreeing to proceed with any work, you are understand to have read and accepted these Terms and Conditions of Business.
The Contract price is based on the prevailing costs at the time of the quotation. If in the period up to the completion of the Contract there is any increase in cost to Moonbeam Productions Limited (hereafter referred to as the Company) or a variation in the services required then the Contract Price shall be amended accordingly.
Prices quoted are exclusive of UK VAT, any other national or local sales taxes, and any other taxes, levies or similar charges whatsoever.
The Client (signatory to this document) shall pay, in sterling, a proportion of the Contract Price (Advance Payment) at the commencement of the contract, and the Balance on completion of the contracted work. Any Advance Payment(s) will be specified in a formal quotation. If the Client fails to make full payment on the due dates, the Company is entitled, without prejudice to any other right or remedy available, to terminate the relevant contract and suspend any performance of contract work.
Invoices are payable 15 days from the date of issue. The Company reserves the right to make a late payment charge of 5% on amounts not paid on the due dates.
Any fees or variation in costs that may arise following submission of the balance invoice will be included in any reconciliation invoice submitted at the completion of the contract.
Fees and expenses where/if applicable will be invoiced in accordance with the above schedule.
Goods and Services
The description and quantity of the goods and services to be provided shall be as set out in the quotation submitted by the Company to the Client and duly accepted in writing by the Client.
All Client orders must be agreed in writing. (see also Section Approvals). No Contract shall be created unless the Company accepts the order. The Company shall be relieved of its contractual obligations in the event that performance thereof is prevented or delayed directly or indirectly by an act of God, war, terrorism, riot, acts of civil or military authorities, strike, lock-outs, labour disturbance, industrial dispute, fire, flood, explosion, shortage of material or labour or any cause beyond the control of the Company. If for any of these reasons the Contract is not completed the Client shall pay the contract price less the costs not expended to date.
Performance of the Contract is subject to availability of the Company’s property. The Company at its sole discretion reserves the right to substitute unavailable Company property with property of a similar quality, specification and performance.
The Company may sub-contract all or any part of the services. The Company contracts for itself and as agent and trustee for its employees and sub-contractors and their employees, any reference in these Conditions to the Company shall be deemed to include every such employee and sub-contractor.
Approval and acceptance may also be given electronically provided such approval is received from a recognised and authorised company email address. In the event of electronic approval, all Terms and Conditions still apply.
The transmission of any email for Approval purposes by the Client should not be considered as receipt by the Company, and therefore does not indicate the commencement of a contract. Any contract and subsequent work may only be deemed as commenced when the Company has issued such notice in writing or by electronic transmission.
The Company shall not under any circumstances be liable for any direct or indirect consequential loss arising from the services howsoever, whensoever, or wheresoever caused and whether or not resulting from a negligent act or omission by the Company.
All property used or supplied by the Company in connection with the contract shall, unless expressly agreed by the Company in writing, be on hire for the duration of the contract. The Client shall not assign, re-hire or part with possession of the Company’s property.
Client’s or Other Owner’s Property
The Company shall not be liable for loss of or damage to the Client’s property or any other property entrusted to the Company’s custody or control howsoever, whensoever or wheresoever caused and whether or not such loss or damage results from negligent act or omission by the Company.
Liability To Others
The Client shall be liable for and shall indemnify the Company against claims for injuries sustained by persons and loss of or damage to other persons property arising during the hire period howsoever caused unless such injury loss or damage results from a negligent act or omission by the Company.
The Client shall comply with all regulations and conditions imposed by any exhibition organiser, promoter, venue, hall owner or local or other authority and shall be responsible for obtaining their written consent to any modification thereto or waiver thereof as may be necessary to enable the Company to perform the Contract. The Client shall communicate to the Company such of these regulations and conditions as may affect the services, and indemnify the Company against all liabilities arising from non compliance with any of the said regulations and conditions unless
resulting from negligent act or omission of the Company.
No modifications or alterations to any designs or other work may be made without the written consent of The Company. Any modifications or alterations shall only be carried out by, or under supervision of The Company.
The Company is entitled to make an additional charge for extra work entailed in making alterations to an approved design, necessitated by changes in the client’s instructions, or any other cause beyond the control of The Company.
The Company is entitled to make an additional charge for any work required in advance of an agreed timetable or for any agreed shortening of the contract period.
Use of Work
The design or any other work carried out during the course of commission shall not be used for any purpose other than that for which it was commissioned without the prior written approval of The Company.
In no circumstances may any design or concept proposal in rough form, be used, or published as finished work, without the prior written approval of The Company. The client will not unreasonably withhold from The Company the right to use any photographs or drawings of their projects, for The Company’s own promotion.
The Company shall be entitled to claim authorship of a design, for which it has been responsible, in any part. Likewise the client must attribute credit to The Company, if they themselves publicise the project.
Copyright or other industrial and intellectual property rights in all sketches, drawing or dummies, are the property of The Company unless assigned in writing. Any fees payable to The Company shall not be deemed to include the assignment of any such rights.
Termination of Agreement
Any agreement between The Company and its clients shall terminate if either party commits a breach of it, and with capability of remedy, either party fails to correct, within fourteen days of breach. On termination or postponement of the commission, or any part of it for any reason, The Company shall be entitled to full remuneration for the work completed to date, together with all expenses, and shall retain the copyright even if the fee agreed in advance for the work had included assignment of the copyright
Ownership of Goods
Any goods, drawings, services produced or authorised by The Company, remain The Company’s property, until full payment is received in full, and then only if specified otherwise.
The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
Failure of either party to insist upon strict performance of any provision of this Agreement or the failure of either party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by both parties.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination
This contract shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales
Where any differences or dispute arising out of these Conditions of Engagement cannot be determined between the parties, the matter shall be referred to an arbitrator appointed in default of agreement between both parties by the President or a Vice-President, for the time being, of the Chartered Institute of Arbitrators.
Rights of Consumer
Nothing in these conditions shall affect the statutory rights of the Client
162 Olivers Battery Road
Winchester SO22 4LF
tel: +44 (0) 7921 060046