JULIA CHARLES EVENT MANAGEMENT LIMITED (“JCEM”)
Event Terms and Conditions for Suppliers
These are the Events Terms and Conditions of Julia Charles Event Management Limited, a company registered in England and Wales with registration number: 07242965, whose registered office is 15 Cannon Harnett Court, Wolverton Mill, MK12 5NF (JCEM).
1 Application of these conditions
1.1 These Conditions apply to and form part of the Contract between the Supplier and JCEM. They supersede any previously issued terms and conditions of purchase or supply.
1.2 These Conditions use various capitalised or defined terms. Please refer to the end of these Conditions to see the definitions.
1.3 No terms or conditions endorsed on, delivered with, or contained in the Supplier’s quotation, sales conditions, confirmation of order, specification or other document shall form part of the Contract except to the extent that JCEM otherwise agrees in writing.
1.4 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing by JCEM.
1.5 Each Order by JCEM to the Supplier shall be an offer to purchase Services subject to these Conditions.
1.6 An Order may be withdrawn or amended by JCEM at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify JCEM promptly.
1.7 Acceptance of an Order by the Supplier shall take place when it is expressly accepted or by any other conduct of the Supplier.
2.1 The Supplier shall perform the Services in conformity with the Order and these Conditions.
2.2 The Supplier shall:
2.2.1 comply with JCEM’s written requirements including those contained in the Supplier Performance Policy set out in the Schedule (if any);
2.2.2 supply the Services with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13; and
2.2.3 meet all requirements specified by JCEM in the Order.
2.3 The Supplier is responsible for Supplier Personnel including but not limited to the following:
2.3.1 Remuneration of Supplier Personnel;
2.3.2 ensuring that Supplier Personnel behave in accordance with the Supplier Performance Policy.
3.1 The price for the Services shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Supplier’s scale of charges as notified to JCEM before the date the Order is made (Price). No increase in the Price may be made after the Order is placed.
4.1 The Supplier shall invoice JCEM no sooner than completion of performance of the Services.
4.2 JCEM shall pay each validly submitted invoice of the Supplier within 30 days following the end of the calendar month of receipt.
4.3 VAT shall be charged by the Supplier and paid by JCEM on receipt of a valid VAT invoice.
5.1 JCEM has the right to cancel the Order for the Services or for any part of the Services which have not yet been performed.
5.2 In relation to any Order cancelled or part-cancelled under clause 5.1, JCEM shall pay the Supplier in accordance with the below in respect of any Services:
|If cancelled more than one month before the Event:||0% of the Price|
|If cancelled less than one month before the Event a reasonable amount but in any event not more than:||50% of the Price|
6 Alternative Artists/Performers
6.1 In the event the Supplier is unable to perform the Services due to the unavailability of an artist or performer or other person or act necessary for the supply of the Services, the Supplier shall inform JCEM immediately and, if required by JCEM, shall use its best endeavours to offer a suitable alternative.
6.2 JCEM is not obliged to accept any alternative proposal by the Supplier and may at its sole discretion terminate this Contract under clause 15.1.1. Any fees or deposit paid shall be returned to JCEM without any set off.
7.1 JCEM is the organiser and controller of the Event and is the owner and creator of all the Intellectual Property Rights in regard to the conception, design and audio-visual material of the Event.
7.2 The Supplier shall not photograph, audio record or video record at the Event venue or copy any element of the Event without the prior written authority of JCEM.
7.3 The Supplier consents to capture of any audio-visual material of the Supplier or Supplier Personnel by JCEM and agrees to release all relevant image rights.
8.1 In order to protect the legitimate business interests of JCEM, during the Restricted Period the Supplier shall not, either directly or indirectly, by or through itself, its affiliate, its agent or otherwise, or in conjunction with its affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person:
8.1.1 solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Client with a view to providing services to the Restricted Client without the prior written consent of JCEM; or
8.1.2 interact with, connect or tag any Restricted Client on any form of social media.
8.2 The Supplier recognises and confirms that the identity or requirements of a Restricted Client is important know-how and IPR of JCEM and confirms that each of the restrictions set out in clause 8.1 I reasonable and necessary for the protection of JCEM’s legitimate interests.
9.1 For the purposes of this clause 9 the expressions adequate procedures and associated with shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
9.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
9.2.1 all of that party’s personnel;
9.2.2 all others associated with that party; and
9.2.3 all of that party’s subcontractors;
involved in performing the Contract so comply.
9.3 Without limitation to clause 9.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
9.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 9.
10 Indemnity and insurance
10.1 The Supplier shall indemnify, and keep indemnified, JCEM from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by JCEM as a result of or in connection with the Supplier’s breach of any of the Supplier’s obligations under the Contract.
10.2 The Supplier shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom insuring the Services and any of JCEM’s materials in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to JCEM, and insuring against all other risks that a prudent supplier should consider reasonable. On request, the Supplier shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms applicable.
11 Intellectual property rights
11.1 All specifications provided by JCEM and all Intellectual Property Rights in the Services or an Event made or performed in accordance with such specifications are the property of JCEM and remain at all times the property of JCEM and such specifications may only be used by the Supplier as necessary to perform the Contract.
11.2 The Supplier assigns (or shall procure the assignment) to JCEM absolutely, with full title guarantee, all right, title and interest in any Intellectual Property Rights created by the Supplier as part of delivery of the Services to JCEM, and the Supplier shall do all such things and sign all documents necessary in JCEM’s opinion to so vest all such Intellectual Property Rights in JCEM. The Supplier shall also at JCEM’s request waive or procure a waiver of applicable moral rights.
11.3 The Supplier confirms to JCEM that it either owns or has the right to assign to JCEM all rights in any Intellectual Property Rights of any Sub-Processor or Supplier Personnel in connection with the Services and assigns (or shall procure the assignment) of any such Intellectual Property Rights to JCEM absolutely
11.4 The Supplier shall indemnify JCEM from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by JCEM as a result of or in connection with any action, demand or claim that use or possession of any of the Intellectual Property Rights, infringes the Intellectual Property Rights of any third party (a Supplier IPR Claim), provided that the Supplier shall have no such liability if JCEM:
11.4.1 does not notify the Supplier in writing setting out details of any Supplier IPR Claim of which it has notice;
11.4.2 makes any admission of liability or agrees any settlement or compromise of the relevant Supplier IPR Claim without the prior written consent of the Supplier (which shall not be unreasonably withheld or delayed); or
11.4.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the Supplier IPR Claim.
11.5 If any Supplier IPR Claim is made or is reasonably likely to be made against JCEM, the Supplier shall promptly and at its own expense either:
11.5.1 procure for JCEM the right to continue using and possessing the relevant Intellectual Property Rights; or
11.5.2 modify or replace the infringing part of the Intellectual Property Rights and without adversely affecting the functionality of the Intellectual Property Rights as set out in the Contract so as to avoid the infringement or alleged infringement,
provided that if, having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the price paid by JCEM in respect of the affected Intellectual Property Rights.
12 Confidentiality and announcements
12.1 The Supplier shall keep confidential all Confidential Information of JCEM and shall only use Confidential Information as required to perform the Contract. The provisions of this clause shall not apply to:
12.1.1 subject to clause 12.4, any information which was in the public domain at the date of the Contract;
12.1.2 subject to clause 12.4, any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
12.1.3 subject to clause 12.4, any information which is independently developed by the Supplier without using information supplied by JCEM; or
12.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
12.2 This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.
12.3 Subject to clause 12.4, the Supplier shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
12.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with the provisions of clause13.
13 Processing of personal data
13.1 The parties agree that JCEM is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to this Contract.
13.2 Each party shall comply with its respective obligations and may exercise its respective rights in accordance with Data Protection Laws.
13.3 The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without the prior written consent of JCEM (which may be refused or granted subject to such conditions as JCEM deems necessary).
13.4 This clause 13 shall survive termination or expiry of this Contract for any reason.
13.5 The Supplier shall perform all its obligations under this clause 13 at no cost to JCEM.
14 Force majeure
14.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
14.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
14.1.2 uses best endeavours to minimise the effects of that event.
14.2 If, due to Force Majeure, a party:
14.2.1 is or shall be unable to perform a material obligation; or
14.2.2 is delayed in or prevented from performing its obligations for a continuous period which materially affects its ability to perform the Services satisfactorily or at all;
the other party may, within 30 days, terminate the Contract on immediate notice.
15.1 JCEM may terminate the Contract or any other contract which it has with the Supplier at any time by giving notice in writing to the Supplier if:
15.1.1 the Supplier notifies JCEM that it is unable to provide the Services;
15.1.2 the Supplier commits a material breach of the Contract and such breach is not remediable;
15.1.3 the Supplier commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach; or
15.1.4 the Supplier commits repeated breaches of the Contract not limited to poor performance or repeated breaches of the Supplier Performance Policy.
15.2 JCEM may terminate the Contract at any time by giving notice in writing to the Supplier if the Supplier passes a resolution for its winding up, has a petition presented to any court for its winding up, convenes a meeting of its creditors, is unable to pay its debts or, (being an individual) is made bankrupt, or ceases trading.
15.3 If the Supplier becomes aware that any event has occurred, or circumstances exist, which may entitle JCEM to terminate the Contract under this clause 15, it shall immediately notify JCEM in writing.
15.4 Any payments made by JCEM under this Contract where the Service has not been performed or the Contract has been terminated under this clause 15 shall be returned to JCEM promptly.
15.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of JCEM at any time up to the date of termination.
16.1 Any notice or other communication given by a party under these Conditions shall:
16.1.1 be in writing and in English;
16.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
16.1.3 be sent to the relevant party at the address set out in the Contract
16.2 Notices may be given, and are deemed received:
16.2.1 by hand: on receipt of a signature at the time of delivery; and
16.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting.
16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective:
16.3.1 on the date specified in the notice as being the date of such change; or
16.3.2 if no date is so specified, 5 Business Days after the notice is deemed to be received.
16.4 All references to time are to the local time at the place of deemed receipt.
16.5 This clause does not apply to notices given in legal proceedings or arbitration.
16.6 A notice given under these Conditions is not validly served if sent by email.
17 Entire agreement
17.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
17.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
17.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
18.1 The Supplier may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without JCEM’s prior written consent, which it may withhold or delay at its absolute discretion.
19 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
20.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
20.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
21.1 No failure, delay or omission by JCEM in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
21.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by JCEM shall prevent any future exercise of it or the exercise of any other right, power or remedy by JCEM.
21.3 A waiver of any term, provision, condition or breach of the Contract by JCEM shall only be effective if given in writing and signed by JCEM, and then only in the instance and for the purpose for which it is given.
22 Compliance with law
The Supplier shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required to perform its obligations under or in connection with the Contract. The Supplier shall not be liable for any breach of this clause 22 to the extent that such breach is directly caused or contributed to by any breach of this Contract by JCEM (or its employees, agents and representatives).
23 Third party rights
23.1 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
24 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
26 Definitions and interpretation
26.1 In these Conditions the following definitions apply:
|Bribery Laws||means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation;|
|Business Day||means a day other than a Saturday, Sunday or bank or public holiday in England;|
|Client||a client of JCEM;|
|Client Contract||a contract between JCEM and a Client for the provision of an Event;|
|Conditions||means JCEM’s terms and conditions of purchase set out in this document;|
|Confidential Information||means any commercial, financial or technical information, including but not limited to information relating to the Services, the identity of Clients or potential clients, JCEM’s plans, know-how or trade secrets which are obviously confidential or which have been identified as such, or which are developed by JCEM under or otherwise pursuant to the Contract;|
|Contract||means the agreement between the Supplier and JCEM for the sale and purchase of the Services incorporating these Conditions and the Order;|
|Controller||shall have the meaning given to it in the GDPR;|
|Data Protection Laws||means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including: the GDPR; the Data Protection Act 2018; any laws which implement any such laws; any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and all guidance, guidelines, codes of practice and codes of conduct issued by any relevant regulator, authority or body responsible for administering Data Protection Laws relating to such Data Protection Laws (in each case whether or not legally binding);|
|Event||means any event, exhibit or conference organised or managed by JCEM for its Client;|
|Force Majeure||means an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action except strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce;|
|GDPR||means the General Data Protection Regulation, Regulation (EU) 2016/679;|
|JCEM||means Julia Charles Event Management Limited, a company registered in England and Wales under registration number: 07242965, whose registered office is 15 Cannon Harnett Court, Wolverton Mill, MK12 5NF;|
|Intellectual Property Rights (IPR)||means copyright, including moral rights and performers rights, rights in inventions, rights in confidential information knowhow and trade secrets, service marks, trade marks and design rights, database rights, domain names, business names, patents and computer software;|
|Order||means JCEM’s order for the Services as set out;|
|Personal Data||shall have the meaning given in the applicable Data Protection Laws;|
|Price||has the meaning given in clause 3.1;|
|processing||has the meaning given in applicable Data Protection Laws (and related expressions, including process, processing, processed, and processes shall be construed accordingly);|
|Processor||shall have the meaning given in applicable Data Protection Laws;|
|Protected Data||means Personal Data received from or on behalf of JCEM, or otherwise obtained in connection with the performance of the Supplier’s obligations under this Contract;|
|Relevant Period||the period of 12 months immediately preceding any Client Contract formed between JCEM where the Client is a Restricted Client or if no Client Contract was concluded the 12 months immediately preceding the end of any negotiations between JCEM and a Restricted Client;|
|Restricted Client||means any person, firm, company or other undertaking who was provided with services by JCEM under a Client Contract which involved services provided by the Supplier, or who was in discussions with JCEM with the view of receiving services involving the services of the Supplier, at any time during the Relevant Period;|
|Restricted Period||means the term of the agreement months after its completion, expiry or termination;|
|Services||means the services set out in the Order and to be supplied by the Supplier to JCEM;|
|Specification||means the description or specification of the Services set out or referred to in the Order; and|
|Sub-Processor||means any agent, subcontractor or other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data;|
|Supplier||means the person who sells the Services to JCEM and whose details are set out in the Order;|
|Supplier IPR Claim||has the meaning given in clause 11.4;|
|Supplier Personnel||means all employees, officers, staff, other workers, agents and consultants of the Supplier and any of their sub-contractors who are engaged in the performance of the Services; and|
|VAT||means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.|
Julia Charles Event Management Limited
Supplier Performance Policy
Before any event the Suppliers must ensure they comply with the following:-
- Supplier Personnel have the appropriate credentials and qualifications to perform the Services to a professional standard and evidence of any qualifications is supplied to JCEM where requested.
- Supplier Personnel and performances comply and are consistent with video, photographic and other evidence of performance appearance standards supplied to JCEM prior to the Event.
- All Supplier Personnel that appear are dressed and perform in a satisfactory and professional manner.
- All relevant Supplier Personnel are contactable by JCEM at all times on the day of the Event.
- Any replacement staff offered are agreed by JCEM and perform in all respects to the same standards as the original performer.
- All Supplier Personnel must have legal authority and permission to work in the UK and provide documentation proving this if requested by JCEM.
- Any Supplier Personnel must have appropriate travel insurance and visa authority for work in or travel to any other country outside the UK where an Event is being held.
- The Supplier is solely responsible for all third party and professional and public liability insurance for all the Supplier’s activities and all Supplier Personnel provided by the Supplier pursuant to the Services.
- The Supplier is responsible for ensuring that all the Supplier’s Personnel are fit to work and if travelling outside the UK have arranged for such Supplier Personnel to receive appropriate vaccinations or inoculations for the country where the Services are to be performed.
- The Supplier shall make sure that Supplier Personnel at all times behaves professionally and appropriately in their dealings with the Client including not discussing their pay or terms of employment with the Client.