The Customer’s attention is particularly drawn to the provisions of clause 9.

Interpretation

1. 1. Definitions. In these Conditions, the following definitions apply:
   2. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
   3. Commencement Date: has the meaning set out in clause 2.2.
   4. Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.
   5. Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
   6. Customer: the person or firm who purchases Services from the Supplier.
   7. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   8. Media: includes, but is not limited to, artwork, photographs, video footage, film footage belonging to the Customer and provided by the Customer to the Supplier to enable the Supplier to fulfil its obligations under the Contract.
   9. Order: the Customer’s order for Services as set out in the Customer’s purchase order form, the Customer’s written acceptance of a quotation by the Supplier, as the case may be. 
   10. Services: the services supplied by the Supplier to the Customer as set out in the Specification.
   11. Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
   12. Supplier: Blue Sky Event Services Limited registered in England and Wales with company number 14347415 and whose registered office is at 4b Silkwood Court, Wakefield, WF5 9TP.

1. Construction. In these Conditions, the following rules apply:
   1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
   2. a reference to a party includes its personal representatives, successors or permitted assigns;
   3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
   4. 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
   5. a reference to writing or written includes faxes and e-mails.
2. Basis of contract
   1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. 
   2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). 
   3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 
   4. Any advertising issued by the Supplier, and any descriptions or illustrations contained on the Supplier’s website or issued or published elsewhere, is for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
   5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   6. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
3. Supply of Services
   1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. 
   2. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
   3. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 
4. Customer’s obligations AND WARRANTIES
   1. The Customer shall:
      1. ensure that the terms of the Order are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services, and in particular comply with all timescales set by the Supplier and provide the Media in such format as the Supplier shall reasonably require;
      3. provide the Supplier with such information or materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; 
      4. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
      5. provide the Supplier with any road closure documents as may be required in good time so as to enable the Supplier to make necessary arrangements for logistics, cables and any other necessary operational procedures;
      6. provide the Supplier with the Media in good time, and as and when required by the Supplier, to enable the Supplier to fulfil its obligations under the terms of the Contract;
      7. where necessary, allow access to the Customer’s premises or such other building or area where it is intended that the Services shall be provided.

1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4; and 
3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
4. Charges and payment
   1. The Charges for the Services shall be on as set out in the Supplier’s quotation (whether verbal or written) and as reconfirmed in the Supplier’s Order Confirmation. a time and materials basis.
   2. The Supplier calculates its charges by reference to its hourly rates, as set out in the Supplier’s quotation. If the provision of the Services should exceed that agreed in the Contract, then the Supplier shall be entitled to charge an overtime rate of its hourly rate plus 50 per cent of the hourly rate on a pro-rata basis for each hour or part thereof during which the Services are supplied.
   3. The Supplier reserves the right to increase its hourly rates. If the Customer should be an existing Customer and the Contract provides for the Services to be supplied on a more than one-off basis then the Supplier will give the Customer written notice of any such increase 28 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 14 days of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving written notice to the Customer. 
   4. The Supplier shall invoice the Customer at the Commencement Date or at any point thereafter as the Supplier shall see fit.
   5. Time for payment is of the essence.
   6. The Customer shall pay each invoice submitted by the Supplier:
      1. within 30 days of the date of the invoice or upon completion of the Services whichever shall be the earlier; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier.
   7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 
   8. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   9. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
   10. Any payments made by credit card will be subject to a 3% surcharge which shall be added to the Supplier’s invoice.
   11. The Supplier reserves the right to request a 50% deposit at the time of order, which shall be paid within seven days of the Commencement Date. In the event such deposit is requested but is not paid, then the Supplier shall be entitled to treat the Contract as terminated.

8. Intellectual property rights 

8.1 Save for the Media, all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

8.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer. 

8.3 All of the Supplier’s materials provided by the Supplier to perform the Services are the exclusive property of the Supplier.

9. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud or fraudulent misrepresentation; or
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

1. the Supplier shall under no circumstances whatever be liable to the Customer, 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 the Contract; and
2. the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract price].

1. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
2. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
3. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
4. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
5. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(b) to clause 8.1(i) (inclusive);
6. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; 
7. the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
8. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

On termination of the Contract for any reason: 

12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to inclement weather, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, or default of suppliers or subcontractors. 

12.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.3 Unless the Services can only be provided by the Supplier on a specific date to coincide with a specific event, upon the occurrence of a Force Majeure Event, the Supplier shall endeavour to agree with the Customer and the Customer shall endeavour to agree with the Supplier another date / s and time /s at which the Services shall be supplied. 

12.4 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than six weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

13. General

13.1 Assignment and other dealings.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that 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 in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 10am  on the second day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.

(c ) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.3 Severance.

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.