Terms and Conditions
for Clients of Prop Studios Ltd
TERMS AND CONDITIONS FOR CLIENTS OF PROPS STUDIOS LIMITED
1. APPLICATION
1.1 These conditions apply to any agreement between the Client and Props Studios Limited (“Props”) for the provision of services or hire of props and are intended to establish a clear understanding about services, responsibilities and fees in all foreseeable situations.
1.2 Ownership of copyright and intellectual property rights.
Props Studios own the intellectual property of any props.
1.3 The contract is final. Prices and quotations do not represent an offer, until a full and complete contract has been received
2. STANDARD SERVICES (Standard Services are divided into four parts):
2.1. Stage 1 - Concept
After receiving the Client’s brief Props will make a detailed assessment of the Client’s requirements, completing such analysis as may be necessary.
2.2 Stage 2 – props Hiring
Upon receipt of the Client’s written approval of the concept/budget referred to in 2.1 Props will further develop the concept into either sketch drawings, presentation visuals or prototypes, as requested by the Client, to ensure the proper interpretation of the Client’s intentions.
2.3 Stage 3 - Delivery
Goods will be packed to a high standard and we will expect them to be returned in the same way
3 ADDITIONAL SERVICES
3.1 Where Props offers services in addition to the Standard Services. Props will charge separately for each additional service identified. The services considered to be outside the Standard Service include:
3.2 Delivery and/ Installation, which will be charged at the rate prevailing for the personnel and distance involved.
3.3 Research to augment the Client’s brief, including special visits and interviews, assisting with written work and market research.
3.4. Measured surveys of structure, spaces or services if sufficient information is not available from existing drawings.
3.5 Meetings with any specialists not directly involved in the agreement.
3.6 Any special packaging in addition to the standard service (see 2.4)
4. CHARGES
4.1 50% + VAT of the total job cost needs to be paid up front to secure the booking. The remaining balance of 50% + VAT must be paid as cleared funds in the Props Studios account no less than 14 working days prior to the event, but ideally sooner.
4.2 If the item is new-build or bespoke, Props Studios may require full payment up front in order to secure the booking.
4.3 Props reserve the right to alter the price if the venue or duration of the event is changed after being agreed with Props.
4.4 Props may require a deposit to be paid, which will be repaid to the customer if and when the props are returned on the correct return day and are judged to be in a good state of repair by Props Studios.
4.4.1 If there is minimal, repairable damage: cost is 50% of the hire cost of the prop charged to the person who hires the props.
4.4.2 If there is major damage, or if the item is lost or stolen: cost, there will be a charge involved. The amount charged will be stated for each individual prop on the pro- forma invoice that the client receives before the hire takes place. This cost will be significantly more than the hire cost.
4.5 The price is for one venue only additional venues will be subject to additional changes determinable by Props Studios,
4.6 Items unused will still be charged at the full appropriate price.
4.7 If the customer fails to return the hired items to Props on or before the designated date, the customer will pay in addition to the agreed fee an additional charge will be payable at a daily rate.
4.8 The cost of delivering, collecting and installing items is not included in the hire price of items and is payable in addition to these costs.
4.9 The customer must agree to pay the price in the event of Props Studios not being able to supply the customer with the full or part of the agreed service agreed as a result of limited time or access available within the venue, or the failure of lifts or any other event occurring at the venue which results in us not being able to complete our services
4.9b Props reserve the right to charge interest at 8% above the prevailing Bank of England base rate on overdue accounts in accordance with the provisions of The Late Payment of Commercial Debts (Interest) Act 1998.
5. OUT OF POCKET EXPENSES
5.1 In addition to all other charges and fees referred to elsewhere in these conditions, Props Studios’ Client shall reimburse Props for all reasonable out of pocket expenses actually and properly incurred in the execution of the commission including VAT. Such expenses will include: (a)research materials being any printing, reproduction or purchase of documents, drawings, maps, models, photographs and other records as may be required to successfully undertake the commission; and (b)all hotel and travelling expenses - including mileage allowances for cars at recognised rates and all similar disbursements, including VAT.
6. OBLIGATIONS AND ACKNOWLEDGEMENT
6.1 Props Studios collection and delivery forms are final and conclusive proof of collection or delivery and installation.
6.2 The customer must ensure that the venue is suitable for the services to be provided including but not exclusively the size and technical facilities available to Props. The Client will be charged the full job cost if the props /
6.3 The customer shall ensure that any approval, consent and permission needed is granted, this should include at the venue inside and out, i.e. loading. We may ask you to provide us with evidence on request.
6.4 If the customer is arranging collection of the props from our premises, the customer must ensure that suitable transport is provided for the collection of the props. Props reserve the right to refuse the release of the props we believe that the transport is unsuitable or inadequate.
6.5 In the case of hire and installation when Props are responsible for the delivery and/or collection of props, if traffic regulations or similar provisions prohibit access to the ground floor loading bay of the venue, the customer must ensure that alternative arrangements are made for the delivery and/or collection to provide safe and suitable access at point of delivery.
6.6 The customer must ensure that all props are only used indoors unless otherwise stated or agreed in writing in advance.
6.7 All props must be kept away from direct heat and water sources, unless otherwise stated or agreed in writing in advance.
WHEN INSTALLING PROPS
6.8.1 Customers must provide full and accurate technical details of the venue and access to the venues as required by props prior to the commence date
6.8.2 Ensure when an installation is taking place Props are provided with safe and reasonable access to the venue to carry out including but not limited to ensuring that all the heath and safety and fire regulations are met.
6.9 WHEN HIRING PROPS
6.9.1 Please provide assistance with the off loading and uploading of the hired Props.
6.9.2 Residual current devices (RCD) must be used in conjunction with all electrical Props.
6.9.3 Props must be returned clean and repackaged by the designated date and returned to Props in the same state in which they were hired from Props.
6.9.4 Any damage, loss or cleaning costs must be paid for in full.
6.9.5 We may supply a reasonable substitute for a prop in the event of unavailability.
6.10 The customer must acknowledge that Props are not new and may have signs of reasonable wear and tear.
6.11 The dimensions, colours and materials supplied in relation of the props are only approximate only.
6.12 All Props remain the property of Props Studios at all times, When the props are passed to the customer they take over the responsibility for all props and responsibility is therefore passed back to props on the props being returned. This included insuring them until they are received back by Props, this includes a signed collection delivery form (see 6.0)
8 TERMINATION
8.1
If the Customer seeks to amend, cancel or postpone the provision of the Services following the execution of a Contract, the Customer shall still be liable to pay the Price in full unless otherwise agreed by Props Studios. If Props Studios wish to terminate the contract
8.2 Without prejudice to any other rights to which it may be entitled, Props Studios may immediately terminate the Contract if:
• any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
• the Customer commits a breach of any of the Terms; or
• the Customer suffers or allows any execution, whether legal or equitable, to be levied on his property or obtained against him, or fails to perform any of his obligations under these Terms.
9. ABANDONED PROJECTS
9.1 Where the project is cancelled or postponed on the Clients instructions or Props is instructed to stop work indefinitely at any time, the commission shall be abandoned and fees and expenses for the partial service completed will be due in accordance with 7 above.
9.2 If the commission which has been abandoned is resumed without alteration within a period of one month of its former abandonment, any fees paid under 8 above shall rank solely as payments on account towards the total final fee payable on the completion of the works. Where a commission has been abandoned for a period exceeding 3 months any fees paid under 8 above shall be regarded as final payment for the services originally rendered. The resumed commission shall be deemed separate and new fees will be charged in respect of it.
10. COPYRIGHT
10.1 All intellectual property rights (being the copyright, rights in software, moral rights, database rights, domain names, patents, know how, registered designs, unregistered designs, trade marks and service marks (whether registered or not) and all other intellectual property rights, whether registerable or not, subsisting anywhere in the world) in any work created by or for Props in relation to the agreement shall vest in Props unless it is agreed in writing that such intellectual property rights shall pass to the Client.
11. CONFIDENTIALITY
11.1 Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products ("Confidential Information"). Each party shall not use in any way, for its own account or the account of any third party, except with the prior written consent of the disclosing party, nor disclose to any third party (except to those employees, officers and/or agents of the receiving party who are required to have access to the Confidential Information for the purpose of the agreement or as required by law) any of the other party's Confidential Information and shall take reasonable precautions to protect the confidentiality of such information.
11.2 For the purpose of 11.1 above information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these terms and conditions by the receiving party; or (iv) is independently developed by the receiving party.
11.3 The obligations of confidentiality shall continue for a period of [2] years following the termination of the agreement.
12. LIMITATION OF LIABILITY
12.1 Subject to 12.3 Props’ entire liability (including liability for acts and omissions of its employees, agents or sub-contractors) in respect of any breach of its contractual obligations and of any representations, statement or act or omission including negligence shall be limited to the contract price.
12.2 The Company shall not be liable for any indirect or consequential loss or damage, loss of profits or goodwill or loss of any kind, other than the direct loss suffered by the Client.
12.3 Notwithstanding 12.1 and 12.2 above Props’ liability for death or personal injury resulting from its own negligence or that of its employees or for fraudulent misrepresentation shall be unlimited.
13. MISCELLANEOUS
13.1 Any agreement made between Props and the Client shall be governed by and construed in all respects in accordance with the laws of England and Wales.
13.2 No term of the agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party hereto.
13.3 Any notice to be given by either party shall be in writing and shall be deemed duly served if delivered personally or sent by facsimile transmission or by pre-paid registered post (airmail in the case of an address for service outside the United Kingdom) to the addressee at the address or (as the case may be) the facsimile number of that party as provided at the time the agreement was entered into or to any subsequent address provided in writing by that party.
13.4 No Party shall be liable for any delay in fulfilling or failure to fulfil any of its obligations under these conditions (other than the obligation to make payment) to the extent that such delay or failure results from a cause beyond its reasonable control. All costs and expenses resulting out of such delay or failure shall be borne by the party incurring the same.
13.5 These conditions (together with all agreements and documents executed contemporaneously with or referred to in it) constitute the entire agreement between the parties in or in relation to its subject matter and supersedes all prior agreements and understandings whether oral or written with respect to such subject matter. No variation of the agreement shall be effective unless reduced to writing and signed by or on behalf of a duly authorised representative of each of the parties.
