By acceptance of services Spiro UK Division Ltd. t/a Spiro (“Spiro”), the Customer agrees to the following terms and conditions (the “Agreement”):
1. Price:
The “Contract Price” will be provided in the quotation (which is incorporated by this reference) and is based on the prevailing costs at the time of such quotation. If in the period up to the completion of the Agreement there is any increase in the cost to Spiro or a variation in the services required, the Contract Price shall be amended accordingly.
Any additional requirements and on-site orders that are not specifically detailed in the quotation will be an added charge and payable by the Customer. Except where otherwise indicated in writing, all components of the Services are provided on a rental basis and are the property of Spiro.
The Contract Price quoted is exclusive of VAT and any other taxes, levies or similar charges. Customer agrees and acknowledge that it is completely responsible to pay and / or remit all such charges.
2. Payment:
Customer shall pay 100% of the Contract Price for immediate payment, unless set forth differently in the applicable invoice. Change orders are payable within 30 days of Spiro’s invoice. If Customer fails to make full payment on the due dates, Spiro is entitled, without prejudice to any other right or remedy available, to terminate the Agreement and suspend any performance of work. Spiro reserves the right to charge interest at 3% above the Bank of England base rate on amounts not paid on the due date. Customer shall also pay the full amount of any additional orders that are placed on site at the time of ordering at the Site, during the build-up period of the named event. All additional orders must be in writing and authorised by both Customer and Spiro. Any and all amounts paid by Customer to Spiro shall be made in the currency listed in the applicable invoice issued by Spiro pursuant to the banking instructions also listed on such invoice. In addition, any and all payments due by Customer to Spiro shall be adjusted to reflect any fluctuations in the exchange rate of the currency noted in any Spiro invoice by more than 5% from the date of execution of this Agreement to the applicable payment due date.
3. Performance & Excusable Delay:
All Customer orders must be placed in writing. No agreement shall be created unless Spiro accepts the order.
Performance of the Agreement is subject to the availability of Spiro’s property. Spiro at its sole discretion reserves the right to substitute unavailable Spiro property of a similar quality, specification and performance.
Spiro may subcontract all or any part of the services to a third party at its sole discretion.
Neither party shall be liable for any damages sustained from delay or non-performance due to events beyond its reasonable control, including without limitation, strikes or other labor disputes, weather, earthquakes, fires, floods, war, riots, civil disorder, acts or threats of terrorism, failure of power or utilities and government acts. If an occurrence over which neither party has reasonable control arises which would prevent, postpone, interrupt, or require cancellation of an Event, Customer shall pay Spiro for all Services performed and all expenses incurred up to the effective date of the postponement or cancellation including, without limitation, any third-party obligations incurred by Spiro as a result of this Agreement. Notwithstanding the foregoing, this Section 3 shall neither apply to the financial inability of a party to perform hereunder nor to any changes in the economy or marketplace.
4. Postponement / Cancellation:
If the parties intend this Agreement is binding and non-cancellable, however in the event that a situation should arise where Customer cancels this Agreement or postpones the Project for any reason, then Customer shall pay Spiro for all Services performed and all expenses incurred up to the effective date of postponement or cancellation including, without limitation, any third-party obligations incurred by Spiro as a result of this Agreement. Customer also agrees to work in good faith with Spiro to reschedule the Project.
5. Consequential Loss:
Spiro shall not under any circumstances be liable for any direct or indirect consequential loss, lost profits or incidental, special damages for any of its acts or omissions whatsoever, whether or not apprised of the possibility or likelihood of damages arising from the services howsoever, whensoever, or whatsoever caused and whether or not resulting from a negligent act or omission by Spiro.
6. Spiro Property:
All property used or supplied by Spiro in connection with the Agreement shall, unless expressly agreed by Spiro in writing, be on hire for the duration of the Project. Customer will be responsible for Spiro’s property from the time of the delivery up until the time of collection by Spiro. Customer shall insure all of Spiro’s property for its replacement cost and indemnify Spiro against loss or damage to any of Spiro’s property howsoever caused. Customer shall not assign, re-hire sublet or otherwise part with possession of Spiro’s property.
Customer warrants that it is the owner of exhibits and any other property provided to Spiro’s custody or control or is authorized by the owner to accept these conditions on the owner’s behalf. Spiro shall not be liable for loss of or damage to Customer’s property howsoever, whensoever or wheresoever caused and whether or not such loss or damage results from negligent act or omission by Spiro.
7. Liability to Others:
Customer shall be liable for and shall indemnify Spiro against claims from injuries sustained by persons and loss of or damage to other person’s property arising from its acts or omissions in connection with this Agreement unless such injury loss or damage results from a negligent act or omission from Spiro.
8. Regulations:
Customer shall comply with all regulations and conditions imposed by a show organizer, promoter, hall owner or local or other authority and shall be responsible for obtaining their written consent to any modification there to or waiver thereof as may be necessary to enable Spiro to perform the Agreement. Customer shall communicate to Spiro such as these regulations and conditions as may affect the services and indemnify Spiro against all liabilities arising from non-compliance with any of the said regulations and conditions unless resulting from negligent act or omission of Spiro.
9. Anti-Slavery and Human Trafficking Laws:
Spiro and Customer agree that they shall:
- comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015;
- not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and
- in its dealings with customers, contractors, subcontractors and suppliers, ensure that such customers, contractors, subcontractors and suppliers shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.
Customer represents and warrants that, to the best of its knowledge and belief, neither Customer nor any of its officers, employees or other persons associated with it:
- has been convicted of any offence involving slavery and human trafficking; and
- has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
Customer shall implement due diligence procedures for its customers, contractors, subcontractors and suppliers to ensure that there is no slavery or human trafficking in its supply chains.
Customer shall immediately notify Spiro as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement.
Customer shall maintain a complete set of records to trace the supply chain of all goods and services provided by Spiro in connection with this Agreement.
10. Confidentiality:
Each party will, subject to the following paragraph: (i) only use the other party’s Confidential Information for the purpose of performing its obligations and exercising its rights under this Agreement; (ii) keep the other party’s Confidential Information secret, safe and secure; and (iii) not disclose the other party’s Confidential Information to any other person.
Each party may disclose the other party’s Confidential Information: (i) to the extent required by law or any court of competent jurisdiction or the rules of any governmental or regulatory body; and (ii) to those of its officers, directors, employees and professional advisers who need access to that Confidential Information so that it can perform its obligations and exercise its rights under this Agreement. A party disclosing the other party’s Confidential Information under this clause will procure that each person to whom it discloses that Confidential Information will not do or omit to do anything which if done or omitted to be done by that party would be a breach of this confidentiality clause.
For the purposes of this clause, “Confidential Information” means the terms of this Agreement and any information that relates to a party (or any of its group companies or businesses) and which is disclosed to the other party in connection with this Agreement, but excluding information that: (a) is at the relevant time in the public domain (other than by virtue of a breach of this clause); (b) was received by the other party from a third party who did not acquire it in confidence; or (c) is developed by the other party without any breach of this Agreement.
11. Data Protection:
Customer and Spiro will comply with applicable data protection legislation.
12. Music Rights:
If applicable, Customer shall be responsible for obtaining any license from musical rights organizations or collecting societies or any other license or synchronization or performance rights necessary to play copyrighted musical works for the Project. All such fees and costs related to any licenses or rights required by this Section shall be at the sole cost and expense of Customer. Upon Customer’s request, Spiro may agree to obtain such musical rights on behalf of Customer, at Customer’s expense.
13. Notices:
All notices shall be in writing and shall be deemed duly given upon receipt when hand delivered, sent by certified mail, return receipt requested or sent by expedited courier service to the parties at their respective addresses set forth in the quotation.
14. Binding Nature of the Agreement:
This Agreement shall be binding upon and benefit the respective successors and assigns of the parties, and Spiro’s right to perform under this Agreement shall not be affected by the sale, merger or acquisition of a show or event pertaining to the Project.
15. Modification; Entire Agreement; Severability:
This Agreement may be modified only by an express written amendment on a separate document signed by the parties, or by written changes on this document which are initialed and dated by both parties in the margins. This Agreement contains the entire Agreement between the parties regarding the subject matters referred to herein, and shall supersede all prior oral and written agreements between them regarding such matters. If any part of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby unless such invalidity materially impairs the ability of the parties to consummate the transactions contemplated by this Agreement.
16. Event Imagery:
Customer hereby provides consent for Spiro to video and/or photograph Customer’s structures, graphics and other-related properties surrounding the Exhibit Space including images which may contain Customer’s trademarks, name and logos (the “Event Imagery”). Spiro may use Event Imagery and Customer’s name in marketing materials, such as presentations, case studies, advertising, award competitions or on Spiro’s website, to highlight Spiro’s work. If Spiro includes Event Imagery in any such marketing materials, Customer will be provided, at no cost, copies of all retouched, high-resolution images of Event Imagery used.