Introduction

Who we are

We are Production Concepts Ltd: a company incorporated in England and Wales under company number 13188380 and registered at Unit C Colonnade Point, Prologis Park, Coventry, CV6 4BU (referred to as we, us and our in these T&Cs).

We are a leading provider of high-quality audio-visual solutions for a wide range of events and occasions.

Purpose and structure of these T&Cs

These terms and conditions (T&Cs) set out the basis on which we agree to enter into a Contract with you for Services, which include the supply of Equipment, and/or Contracts for the hire of Hired Equipment under which you take possession or control of Hired Equipment that we provide to you. These T&Cs are set out in three parts:

• Part A – General T&Cs applying to all Contracts
• Part B – Contracts for the supply of Services
• Part C – Contracts for the hire of Hired Equipment

To the extent of any conflict or inconsistency, the T&Cs in Part A will take priority over the T&Cs in Parts B and C.

Part A – All Contracts

• Definitions and Interpretation
  
  • In these T&Cs:
    • Confidential Information means all information or data relating to either party or its services, business, proposed business, clients, staff, finances, transactions or affairs that is: (i) marked or identified as confidential, or (ii) that is of a confidential or proprietary nature that the other party should reasonably expect to be confidential,
    • Contract means the agreement between you and us for the supply of Services and/or the hire of Hired Equipment, incorporating and constituted by these T&Cs and the Order once accepted,
    • Force Majeure Event means any event or sequence of events beyond our reasonable control,
    • Order means the order you place with us for the supply of the Services and/or hire of the Hired Equipment,
    • Specification means the description of the Services and the Equipment, or the Hired Equipment, as set out in the Order, and
    • you and your means the business for or on whose behalf the Order has been placed.
  • In these T&Cs, a reference to:
    • a section is to the relevant numbered section of these T&Cs,
    • a party is to either you or us, and a reference to the parties is to both you and us together,
    • a third party is to any individual or business (whether, however and wherever incorporated) that is not a party to the Contract, and
    • written or in writing includes email but does not include text messages or any message sent via any other messaging application or social or other online media.
• Application of these T&Cs
  
  • These T&Cs apply to and form part of the Contract. They supersede any previously issued terms and conditions of supply or hire.
  • No terms or conditions endorsed on, delivered with or contained in any of your purchase conditions, orders, specification or other documents, nor any terms or conditions referred to or otherwise communicated by you, will form part of the Contract.
  • No variation of these T&Cs will be binding unless we expressly agree in writing prior to the Order being accepted, in which case such variation will apply to the Contract constituted by that Order and the varied T&Cs only and not to future Orders or Contracts.
  • Each Order you submit to us will be an offer to purchase Services and/or hire the Hired Equipment subject to and in accordance with these T&Cs.
  • The offer constituted by an Order will remain in effect and capable of being accepted by us for 90 days from the date on which you submitted the Order to us, unless you have expressly withdrawn the offer during this time.
  • We may accept or reject an Order at our discretion. An Order will not be accepted, and no binding obligation to supply the Services or Hired Equipment to you will arise until:
    • our written acceptance of the Order, or
    • our supply of the Services or delivery of the Hired Equipment.
  • If we are unable to accept an Order, we will endeavour to notify you as soon as reasonably possible.
  • Our rejection of an Order, including any communication accompanying such rejection, will not constitute a counter-offer that is capable of being accepted by you.
  • We may issue quotations to you from time to time. Quotations are invitations to treat only. They do not constitute an offer to supply Services or Hired Equipment to you and are incapable of being accepted by you.
  • Marketing and other promotional material relating to the Services, Equipment and Hired Equipment are illustrative only and do not form part of the Contract.
• Liability
  
  • The extent of our liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way, and whether or not caused by negligence or misrepresentation) will be as set out in this section 3.
  • Nothing in the Contract operates or seeks to exclude or limit any liability which cannot be excluded or limited by applicable law, including for death or personal injury caused by negligence, fraud and fraudulent misrepresentation, and all exclusions and limitations of liability in the Contract will be subject always to this section 3.2.
  • We will not be liable for any indirect or consequential loss, nor will we be liable for any of the following (whether direct or indirect):
    • loss of profit or loss of revenue,
    • loss of contract or loss of business opportunity,
    • loss or corruption of data, software or systems,
    • loss or damage to equipment,
    • loss of use or loss of production,
    • loss of savings, discount or rebate,
    • wasted expenditure, or
    • harm to reputation or loss of goodwill.
  • Our aggregate liability in respect of the Contract will not exceed a sum equal to 100% of the sums paid to us under the Contract.
  • Except as expressly stated in this Agreement, we give no warranty or undertaking, and we make no representation in relation to the Equipment, and all warranties, terms and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by applicable law.
• Termination
  
  • We may terminate the Contract at any time on written notice if you:
    • commit a material breach of the Contract which cannot be remedied,
    • fail to remedy a material breach of the Contract within 7 days of becoming aware of it,
    • have failed to pay any sums due under the Contract by the due date for payment,
    • undergo any event which reasonably indicates to us a state of financial distress,
    • act or communicate with us or any third party in any way which we reasonably deem to be abusive, threatening or unprofessional, or
    • commit any act or make any statement which could harm our reputation, your reputation or the reputation of any third party.
  • No refunds of the Fee, Hire Fee or any other sums paid under the Contract will become due as a result of termination of the Contract for whatever reason.
  • Expiry or termination of the Contract for whatever reason will not affect any accrued rights, obligations or liabilities of either party up to the date of expiry or termination.
• Confidentiality
  
  • Each party will keep confidential all Confidential Information of the other party and not use it for any purpose or disclose it to any third party, except as permitted by section 5.2.
  • A party may:
    • use the other party’s Confidential Information as required to perform its obligations and exercise its rights under the Contract,
    • disclose the other party's Confidential Information to its members, officers, employees, agents and representatives as required to perform its obligations and exercise its rights under the Contract, and
    • disclose the other party’s Confidential Information as required by applicable law, court or regulatory authority.
  • This section 5 will remain in force for a period of 12 months following expiry or termination of the Contract.
• Public Statements

You grant us consent to, at any time whether during the Contract or following expiry or termination of it, to publicise and represent ourselves as being engaged by, or having been engaged by, you for the purposes of marketing and promoting ourselves and our services.

• General
  
  • Notices: In order to be effective, a notice given by a party under these T&Cs must be in writing, in English and sent to the registered address of the other party, or to the email of the other party that is last known or has otherwise been notified by the other party from time to time.
  • Assignment: You may not assign, novate, subcontract or otherwise encumber or transfer the Contract or any right or obligation under it to any third party without our prior written consent.
  • Severance: If any provision of the Contract (or part of any provision) is or becomes illegal or unenforceable, it will not affect the legality or enforceability of any other provision of the Contract.
  • Waiver: No failure or delay by either party to exercise any right or remedy under the Contract or applicable law will operate as a waiver of that right or remedy, nor will it preclude any future exercise of that or any other right or remedy.
  • Third-Party Rights: No third party will have any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce or rely on any provision of the Contract.
  • Governing Law and Jurisdiction: The Contract, and any dispute arising out of or in connection with it, will be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.

Part B – Contracts for Services

• Definitions and Interpretation
  
  • In these T&Cs:
    • Equipment means any equipment we supply as part of the Services,
    • Event means the event for which the Services are to be supplied as set out in the Order,
    • Fee means the fee for the Services as set out in the Order, and
    • Services means the supply of the Equipment and the installation, handling, maintenance and derigging services supplied by us in respect of the Equipment at the Event, carried out by us or any third party nominated by us.
• Commencement and Term
  
  • The Contract will come into force on the date we accept the Order in accordance with section 2 and it will continue in force, unless terminated earlier in accordance with these T&Cs or applicable law, until:
    • the date falling 7 days after the date of the Event, or
    • we have received all sums due to us under the Contract,

whichever is later.

• Cancellation or Postponement
  
  • If you request to cancel or postpone an Order, or if an Event is cancelled or postponed for whatever reason such that you no longer require the Services or Equipment as agreed in the Order, we may accept cancellation or postponement of the Order subject to the following:
    • 25% of the Fee will remain due and payable if cancellation or postponement of the Order occurs within 4 weeks of commencement of the Event,
    • 50% of the Fee will remain due and payable if cancellation or postponement of the Order occurs within 2 weeks of commencement of the Event, and
    • 100% of the Fee will remain due and payable if cancellation or postponement of the Order occurs within 1 week of commencement of the Event.
  • If cancellation or postponement of the Order occurs following dispatch of the Equipment, 100% of the Fee will remain due and payable.
  • If an Order is postponed, the fees set out in section 10.1 will apply but we may credit such sums to your account, to be redeemed should the same or similar Order be resubmitted in future.
• Supply of Services and Equipment
  
  • We will supply the Services and provide the Equipment as set out in the Order.
  • We will use our reasonable endeavours to meet dates for performance as set out in the Order, but any such dates are indicative only unless we state otherwise.
  • You will provide us and any nominated third-party carrier with all access and assistance reasonably required to supply the Services.
  • We will not be responsible for:
    • ensuring the venue at the Event is fit and ready for the supply of the Services and Equipment,
    • integrating the Equipment with any third-party equipment, or
    • ensuring compatibility with any third-party equipment.
  • Subject to section 11.7, we warrant that:
    • the Services will be performed with reasonable care and skill within the meaning of s.13 of the Supply of Goods and Services Act 1982,
    • the Equipment will be of good quality and condition, and in good working order, and
    • the Services and the Equipment will conform in all material respects to the Specification.
  • Subject to section 11.7, we will, at our option, remedy or re-perform any Services or repair or replace any Equipment that do not comply with section 11.5, provided that you notify us promptly identifying the relevant Services that do not comply with section 11.5.
  • We will not be responsible for any breach of section 11.5 or for any delay in or failure of performance of the Services caused or contributed to by:
    • your failure to: (i) make the venue of the Event or any part of it available; (ii) prepare the venue of the Event as required for the supply of the Services; or (iii) provide us with adequate instructions for supply of the Services and Equipment,
    • our compliance with any of your designs, specifications or requirements,
    • any third-party delays, failures or restrictions, or
    • a Force Majeure Event.
• Possession and Ownership
  
  • We will retain ownership of the Equipment at all times. No right, title or interest in the Equipment will pass to you other than the limited right to receive the benefit of the Services.
  • The Equipment is provided by us solely as part of the Services and will remain at all times under our possession, custody and control.
  • You acknowledge and agree that:
    • you will not take, and will have no right to take, possession or control of the Equipment at any time,
    • the Equipment will be installed, handled, operated, maintained and removed exclusively by us or our personnel or any third party nominated by us, and
    • you will not, and will ensure that your personnel and any third party will not, access, handle, operate, move, interfere with or otherwise use the Equipment without our prior written consent.
  • You will not do or allow to occur anything which might adversely affect our right, title or interest in the Equipment.
  • Risk in the Equipment will remain with us at all times, except to the extent that any loss of or damage to the Equipment is caused by your breach of the Contract, negligence or wilful misconduct (or that of your personnel or contractors), in which case you will be responsible for such loss or damage and will indemnify us in full and on demand for any resulting loss.
• Software
  
  • If any Equipment incorporates software, you will fully comply with the terms of any software licence that is supplied with the Equipment. Failure to do so may lead to such software licence being revoked by us or the relevant third-party licensor.
  • Where Equipment incorporates third-party software, and such software fails to conform to its specification or is otherwise defective, our sole liability in respect of the failed or defective software will be to obtain a corrected version of such software from such third party for your use.
• Fees and Payment
  
  • You will pay the Fee to us in consideration of the supply of the Services.
  • The Fee is exclusive of VAT. You will pay any applicable VAT to us subject to receipt of a valid VAT invoice.
  • We will issue invoices for the Fee as follows:
    • 50% on acceptance of the Order, and
    • 50% on the first day of the Event.
  • You will pay all invoices in full, without deduction, set-off or counterclaim, to the bank account nominated by us within 14 days of the date of each invoice, unless otherwise agreed in the Order or by us in writing.
  • We reserve the right to increase the Fee at any time before supply of the Services or Equipment is commenced by giving you written notice, providing that we may only exercise such right if and to the extent that our direct costs of supplying the Services or Equipment to you have increased.
  • Where sums due under the Contract are not paid in full by the due date:
    • interest will accrue daily on such sums from the due date for payment until payment is received in full at the rate of 4% above the Bank of England base rate from time to time in force, and
    • we may suspend supply of the Services and/or delivery of the Equipment without liability until payment is received in full.

Part C – Contracts for Hired Equipment

• Definitions and Interpretation
  
  • In these T&Cs:
    • Delivery Date means the date of delivery of the Hired Equipment at the Delivery Location,
    • Delivery Location means the location for delivery of the Hired Equipment as set out in the Order,
    • Hire Fee means the fee for the Hired Equipment as set out in the Order,
    • Hire Period means the period during which you take possession or control of the Hired Equipment, beginning on the date set out in the Order and ending on the Return Date,
    • Hired Equipment means any equipment which we supply to you on hire and for which you take possession or control,
    • Return Date means the date the Hired Equipment is returned to us or collected by us, and
    • Security Deposit means, where applicable if and as set out in the Order, the refundable amount required to be paid by you to us when an Order is accepted, which we hold during the Hire Period as security for the Equipment and fulfilment of your obligations under these T&Cs.
• Commencement and Term
  
  • The Contract will come into force on the date we accept the Order in accordance with section 2 and it will continue in force, unless terminated earlier in accordance with these T&Cs or applicable law, until:
    • the date falling 7 days after the Return Date, or
    • we have received all sums due to us under the Contract,

whichever is later.

• Cancellation or Postponement
  
  • If you request to cancel or postpone an Order, or if any event for which the Order is made is cancelled or postponed for whatever reason such that you no longer require the Hired Equipment as agreed in the Order, we may accept cancellation or postponement of the Order subject to the following:
    • 25% of the total Hire Fee will remain due and payable if cancellation or postponement of the Order occurs within 4 weeks of commencement of the relevant event,
    • 50% of the total Hire Fee will remain due and payable if cancellation or postponement of the Order occurs within 2 weeks of commencement of the relevant event, and
    • 100% of the total Hire Fee will remain due and payable if cancellation or postponement of the Order occurs within 1 week of commencement of the relevant event.
  • If cancellation or postponement of the Order occurs following dispatch of the Hired Equipment, 100% of the total Hire Fee will remain due and payable.
  • If an Order is postponed, the fees set out in section 17.1 will apply but we may credit such sums to your account, to be redeemed should the same or similar Order be resubmitted in future.
• Hired Equipment
  
  • We will use reasonable endeavours to ensure that on delivery the Hired Equipment materially conforms to the Specification.
  • The Hired Equipment will be subject to availability. We reserve the right to modify the Hired Equipment at any time or to substitute the Hired Equipment with equipment of no lesser functionality without giving prior notice to you.
  • You acknowledge that the Hired Equipment may not be new or unused. We do not warrant that the Hired Equipment will be free from minor defects, including surface scratches. The presence of any minor defects that do not materially affect the operation of the Hired Equipment will not entitle you to any refund or discount of the Hire Fee.
  • We make no warranty and give no representation that the Hired Equipment will be of satisfactory quality or fit for a particular purpose.
• Delivery of Hired Equipment
  
  • We will use reasonable endeavours to deliver the Hired Equipment, or have the Hired Equipment delivered by a nominated third-party carrier, to the Delivery Location by the date for delivery set out in the Order.
  • Where reasonably practicable for us to do so, we may deliver the Hired Equipment, or have the Hired Equipment delivered by a nominated third-party carrier, in instalments.
  • Unless we otherwise require, we or any nominated third-party carrier will not be obliged to take back any delivery and packaging material accompanying the Hired Equipment, which will be disposed of your cost. If we require delivery or packaging material to be returned to us, you will keep it safe and make it available for collection on demand.
  • You will provide us and any nominated third-party carrier with all access and assistance reasonably required to deliver the Hired Equipment.
  • You will ensure that the conditions at the Delivery Location allow easy and safe delivery of the Hired Equipment.
  • If you do not take delivery of the Hired Equipment on time for any reason, we may:
    • store the Hired Equipment pending delivery and you will pay our reasonable delivery and storage charges, and
    • treat the Hire Period as having commenced, if it has not already done so.
  • We will not be responsible for any delay in or failure of delivery of any Hired Equipment caused or contributed to by:
    • your failure to: (i) make the Delivery Location available; (ii) prepare the Delivery Location as required for delivery of the Hired Equipment; or (iii) provide us with adequate instructions for delivery,
    • any third-party delays, failures or restrictions, or
    • a Force Majeure Event.
  • If you sign a delivery note or otherwise take delivery of the Hired Equipment, you will be deemed to have examined the Hired Equipment and accepted that the Hired Equipment is in good working order.
  • If the Hired Equipment appears to be visibly damaged or otherwise not in compliance with the Order, you may reject the Hired Equipment on delivery. You will notify us or our nominated third-party carrier immediately and you must note the relevant reasons for rejection on the delivery note. If you fail to notify us or our nominated third-party carrier at the time of delivery of your rejection, you will be deemed to have accepted the Hired Equipment as delivered.  
• Hired Equipment Use and Maintenance
  
  • You will:
    • keep the Hired Equipment at the Delivery Location during the Hire Period, unless we give our prior written consent for the Hired Equipment may be moved, at your risk and at your cost, solely to the alternative location for which we have given our consent,
    • ensure that the premises, conditions and general environment in which the Hired Equipment is kept and used do not adversely affect its condition or functionality, or otherwise put it or any part of it at risk,
    • comply with all rules and regulations applicable to the premises in which the Hired Equipment is kept,
    • ensure the safety of all staff and others who have access to and use the Hired Equipment is maintained,
    • operate and use the Hired Equipment only for the purposes for which it was designed, and
    • ensure that all users of the Hired Equipment are suitably trained to do in accordance with any operating instructions that we provide or make available to you.
  • During the Hire Period, you will maintain the Hire Equipment in good working condition and repair. Whilst you may not modify the Hired Equipment, you may, subject to section 19.3, replace parts that have become damaged, broken or have been lost.
  • You will:
    • keep us fully informed about all work you carry out on the Hired Equipment,
    • ensure that you comply with our requirements as to the source and type of any replacement parts, and
    • maintain records showing clearly all maintenance and work carried out on the Hired Equipment during the Hire Period and provide copies of such records to us on request.
  • Ownership of any replacement parts will vest in us immediately on installation.
• Possession and Ownership
  
  • We will retain ownership of the Hired Equipment, and you will not do or allow to occur anything which might adversely affect our right, title or interest in the Hired Equipment.
  • You will ensure that the Hired Equipment and the premises in which it is kept is and remains safe and secure, and that a level of security is provided in respect of it as is commensurate with good industry practice.
  • You will not:
    • create, or allow to be created over the Hired Equipment any lien, charge or other security,
    • lend, lease, sell or otherwise part with possession of the Hired Equipment or represent that you may do any of those things,
    • connect or attach the Hired Equipment to any land or buildings, or
    • do anything that does or might cause our insurance of the Hired Equipment to become void or voidable.
  • You will:
    • store the Hired Equipment separately from all other material in your possession,
    • take all reasonable care of the Hired Equipment,
    • ensure that the Hired Equipment is clearly identifiable as belonging to us,
    • not remove or alter any identifying mark on the Hired Equipment, and
    • inform us immediately if you become, or are reasonably likely to become, subject to any event or sequence of events which might reasonably indicate a state of financial distress.
  • We may inspect the Hired Equipment at any time during the Hire Period and, for the purposes of such inspection, you will permit us access or arrange permission for access to the premises in which it is kept.
• Risk
  
  • Risk in the Hired Equipment will pass to you on delivery.
  • In the event of loss, theft or damage of or to the Hired Equipment, you will pay to us the full market replacement or repair cost of the Hired Equipment. Until the full market replacement or repair cost of the Hired Equipment is received in full:
    • the Hire Fee will continue to be payable, and
    • you will pay to us any loss of revenue that we have incurred as a result of not having the Hired Equipment available for hire.
  • Risk will only pass back to us on the Return Date and a rental return note has been signed by both parties.
• Insurance

You will be responsible for insuring the Hired Equipment to its full replacement cost on an ‘all-risks’ basis.

• Return or Collection
  
  • On the earlier of:
    • the date agreed for return or collection of the Hired Equipment set out in the Order, and
    • any earlier termination of the Contract,

you will, at your own cost, deliver the Hired Equipment to us or our nominated third-party receiver at such location as we may notify to you or, if we notify you that we will collect the Hired Equipment, make it available for collection by us or our nominated third-party carrier.

• We may at any time and for any reason, by giving you 7 days’ written notice, require you to deliver the Hired Equipment to us or our nominated third-party receiver at such location as we may notify to you or, if we notify you that we will collect the Hired Equipment, make it available for collection by us or our nominated third-party carrier.
• If we are to collect the Hired Equipment, you will:
  • provide us and any nominated third-party carrier with all access and assistance reasonably required to collect the Hired Equipment, and
  • ensure the Hired Equipment is fully uninstalled and ready for immediate loading, unless we have agreed to uninstall the Hired Equipment in the Order.
• If the Hired Equipment is not delivered to us or made available for collection by us on the date set out in section 23.1, we may apply additional charges for:
  • extended hire of the Hired Equipment, calculated on a daily rate,
  • failed delivery or aborted collection, and
  • reasonable administration costs.
• You will ensure the Hired Equipment is in good working order and in the same condition as which it was delivered to you on the Return Date. We will test all returned Hired Equipment and notify you within 72 hours of any additional charges that have become due arising from loss or damage to the Hired Equipment, and such additional charges will be payable immediately on receipt of invoice.

• Security Deposit
  
  • If required by us and set out in the Order, you will pay the Security Deposit to us on or before the date of acceptance of the Order.
  • We are not obliged to hold the Security Deposit on trust for you and, without affecting our duty to repay the Security Deposit to you under section 24.3, we are free to treat the Security Deposit as our own monies until returned.
  • Subject to section 24.4, the Security Deposit will become repayable to you within 14 days of the date of expiry of the Contract.
  • We may apply the Security Deposit against any failure by you to pay any part of the Hire Fee by the due date and against any loss or damage caused to the Hired Equipment by you failing to comply with your obligations under the Contract.
• Fees and Payment
  
  • You will pay the Hire Fee to us in consideration of the hire of the Hired Equipment.
  • The Hire Fee is exclusive of VAT. You will pay any applicable VAT to us subject to receipt of a valid VAT invoice.
  • We will issue invoices for the Hire Fee as follows:
    • 50% on acceptance of the Order, and
    • 50% on delivery of the Hired Equipment.
  • You will pay all invoices in full, without deduction, set-off or counterclaim, to the bank account nominated by us within 14 days of the date of each invoice, unless otherwise agreed in the Order or by us in writing.
  • We reserve the right to increase the Hire Fee at any time before delivery of the Hired Equipment is completed by giving you written notice, providing that we may only exercise such right if and to the extent that our direct costs of hiring the Hired Equipment to you have increased.
  • Where sums due under the Contract are not paid in full by the due date:
    • interest will accrue daily on such sums from the due date for payment until payment is received in full at the rate of 4% above the Bank of England base rate from time to time in force, and
    • we may suspend delivery of the Hire Equipment without liability until payment is received in full.