Terms

Standard Terms and Conditions for Show and Event Agreements

Provider” means Projection Artworks Limited.
Client” means the party requesting services from the Provider.
Services” means the services provided to the Client including the creative studio images and the set-up, operation and removal of equipment to display the images.
Agreement” means the agreement between the Client and Provider including the Order Confirmation, the Quotation and these Standard Terms.
Order Confirmation” means the document detailing the agreed Services, delivery dates, charges and payment terms.
Deliverables” means the Show Files including any images and soundtracks produced by the Provider for the Client in fulfilling the Services.
H&S Legislation” means the Health and Safety at Work etc. Act 1974 and all applicable laws, regulations, directives, codes of practice and other similar controls and advice made or issued by national or local government or by any other regulatory body, relating to the health and safety of any person.


Agreement
If there is any conflict or ambiguity between the Order Confirmation, the Quotation and these Standard Terms, the Order Confirmation document shall have priority.  Unless expressly agreed to in the Order Confirmation, all contractual terms proposed by the Client are excluded from the Agreement.


Services and Provider Obligations
The Provider will:-
  • provide the Services as described in the Order Confirmation and shall use all reasonable endeavours to meet the delivery dates.
  • perform the Services with all the due skill, knowledge, and care which may be reasonably expected of an experienced provider of similar services.
  • deploy suitably qualified, experienced and competent employees, contractors and other personnel as required to deliver the Services.
  • comply with the Client’s Health and Safety requirements whilst on the Client’s site.
  • adhere to the Provider’s Health and Safety policies and procedures.
  • inform the Client when sub-contracting elements of the Services and be fully responsible to the Client for such sub-contracts.
  • save where the Client is aware that the show or event  is an unlicensed or guerrilla event, or where the Client has agreed to obtain required permissions, the Provider undertakes to obtain the licences, permissions and consents required for licenced shows and events.

  • Client Obligations
    The Client will :-
  • allow the Provider free and timely access to agreed working locations and provide agreed facilities, equipment and utilities. The Client shall ensure that all such equipment or services are of adequate specification and in good working order and are provided by competent and experienced persons using appropriate care and skill.
  • take all reasonable precautions to protect the health and safety of the Provider’s employees and sub-contractors and comply with relevant H&S Legislation.
  • take reasonable care of the Provider’s equipment to safeguard its safety and security whilst on sites controlled by the Client.
  • ensure that any support structure supplied by the Client is competently designed and installed and complies with H&S Legislation.
  • acknowledge and accept that unlicensed or guerrilla events do not have building owner or local authority permissions
  • grant the Provider permission to use photographs and videos of displayed images and installations for advertising and promotion purposes.

  • If the Provider’s performance of any of its obligations under the Agreement  is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
  • without limiting or affecting any other right or remedy available to it, the Provider shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Provider’s performance of any of its obligations;
  • the Provider shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Provider’s failure or delay to perform any of its obligations.

  • Charges and Payment
    The Provider will invoice for the Charges as set out in the Order Confirmation including mobilisation fees and any instalment invoices.

    The Client will pay the Charges as invoiced and adhere to the payment terms specified in the Order Confirmation.

    UK Value Added Tax as applicable will be added to Charges.

    Any withholding taxes or other deductions levied on the Services by non UK tax authorities or other organisations are the Client’s responsibility and the Client hereby agrees to pay the Charges net of any such non UK taxes or deductions.


    Term and Termination
    The Agreement will come into force on the Effective Date and will continue in force until the completion of the services as set out in the Order Confirmation.

    Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately on written notice to the other if the other party commits a material breach (“Breach Termination”) of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days of being notified in writing to do so.

    A party may terminate the Agreement if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business (“Insolvency Termination”).

    Either party may cancel this Agreement in circumstances not involving breach by the other party by giving, at least 7 days written notice to the other party (“No Fault Termination”).

    In the event of No Fault Termination by the Client or Breach or Insolvency Termination by the Provider, the Client shall pay any termination or cancellation charges as set out in the Order Confirmation.


    Force Majeure
    Neither party shall be in breach of the Agreement nor liable for delay in performing or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, for the avoidance of doubt, adverse weather affecting delivery of the Services..


    Adverse Weather
    Adverse weather including heavy rain and high winds can affect outdoor projects and may reduce the effectiveness or quality of the show or event. If adverse weather is forecast to impact the project, the parties will discuss how to mitigate the impact and agree any changes to be implemented.


    Intellectual Property Rights
    Intellectual Property Rights (“IPR”) mean rights, wherever in the world, whether registrable or unregistrable, registered or unregistered in  copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, and rights in designs.

    Third Party Materials” means software, images, 3D models, stock footage or other assets used by the Provider to create and deliver the Services but which is owned by a third party.

    Third Party IPR” means the IPR in any Third Party Materials.

    Client Background IPR” means all IPR owned by or licenced to the Client, or developed by or on behalf of the Client independently of this Agreement but excluding Third Party IPR and Provider Background IPR.

    Foreground IPR” means IPR produced by the Provider which subsists in the Services or which result from or comes into existence as a result of supplying the Services, but excluding Provider Background IPR, Client Background IPR and Third Party IPR.

    Provider Background IPR” means all IPR owned by or licenced to the Provider, or developed by or on behalf of Provider independently of this Agreement but excluding the Third Party Materials.

    All Client Background IPR shall remain vested in and owned by the Client or its licensors. Client hereby grants to the Provider a non-exclusive, royalty-free, non-transferable, limited to use any Foreground and Client Background IPR solely for the purpose of enabling the Provider to create and supply the Services in accordance with this Agreement. 

    All Provider Background IPR shall remain vested in and owned by the Provider or its licensors. Provider hereby grants to the Client a non-exclusive, royalty-free, worldwide, perpetual and assignable licence to use, modify, develop, enhance and sub-license any Provider Background IPR which subsist in the Services and is necessary to enable the Client to receive and use the Services, and to exploit in any manner the Foreground IPR (whether during the Term or after its expiry or termination for any reason).

    Third Party IPR remains owned by the third party but can be used by the Client subject to the third party’s licence terms. The Provider will inform the Client of the Third Party Materials to be used and the licence terms governing their use. The Client is responsible for adhering to the licence terms and for any consequences of mis-use.

    Foreground IPR shall be owned as follows:
    In respect of Deliverables, all IPRs that are specific to (i.e. embodied in and only usable with) that Deliverable shall, on their creation, vest in the Client; and In respect of all other Foreground IPRs, these shall be owned by the Provider but the Client shall have a royalty free, worldwide perpetual and assignable licence to use, modify, develop, enhance and sub-license those IPRs for all uses of the Deliverables


    Confidentiality
    Each party will keep confidential any confidential information concerning the business, affairs, Clients, clients or Providers (“Confidential Information”) of the other party, and will not disclose that Confidential Information except as expressly permitted below.

    Each party will protect the other party’s Confidential Information using at least reasonable security measures.

    The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is bound to protect the confidentiality of the Confidential Information.

    These obligations of confidentiality will not apply to Confidential Information that has been published or is known to the public (other than as a result of a breach of this Agreement); is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange.


    Representations and Warranties
    Each party represents, warrants and undertakes to the other that:
  • it has full capacity and authority to enter into and to perform this Agreement;
  • there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against or affecting that party before any court or administrative body that might affect the ability of that party to meet and carry out its obligations under this Agreement; and
  • this Agreement will constitute its legal, valid and binding obligations.

  • Provider represents, warrants and undertakes that:
  • the Services shall be supplied in such a way as to not cause any interruption to the business of the Client and shall be suitable for the purposes indicated in the Order Confirmation;
  • the Services shall meet the requirements set out in the Order Confirmation, be free from errors and defects and, unless otherwise specified in the Order Confirmation or specifically notified to the Client, not include any Open Source Software or Third Party Software;
  • subject to the Client having obtained licences or permissions for the use of Third Party Materials, the receipt, use and onward supply of the Services by the Client and its permitted sub-licensees shall not, as far as the Provider is aware, infringe the rights, including any Intellectual Property Rights, of any third party; and
  • it has obtained a waiver of any moral or similar rights in the Services to which any individual is or may be in the future entitled.

  • Each Party shall promptly notify the other party of any claim or allegation that the Services infringes a third party’s Intellectual Property Rights that arises out of, or in connection with the Services. The Provider shall have conduct of any such claim.


    Limitation on Liability
    Nothing in this Agreement shall limit or exclude the Provider’s or Client’s liability for:
  • death or personal injury caused by its negligence, or the negligence of its personnel, agents or sub-contractors;
  • fraud or fraudulent misrepresentation; or
  • any other liability which cannot be limited or excluded by applicable law.

  • Neither party to this Agreement shall have any liability to the other party, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of sales or business, loss of agreements or Agreements, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill; or any indirect or consequential loss arising under or in connection with this Agreement.

    The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

    The Provider’s total liability to Client, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Charges.

    The Client’s total liability to the Provider, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Charges payable by Client under this Agreement.

    The rights of Client under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by the common law.


    Insurance
    The Provider shall, at its expense, maintain employer’s liability, public liability, professional indemnity and product liability insurance covering the supply of the Services for no less than £1,000,000.


    General
    No amendment or variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of the parties.

    No waiver of any breach of the Agreement shall be a waiver of any subsequent breach of the same or any other provision.

    If any provision or part-provision of the Agreement 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 Agreement.

    Any notice must be sent in writing and sent to the principle place of business of the party concerned.

    Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

    The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

    This Agreement is the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

    Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Agreement.

    The interpretation and application of the Agreement shall be in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation..

    Please note all calls to Projection Artworks are recorded for training and monitoring purposes.

    We process personal information for certain legitimate business purposes, which include some or all of the following:
    • where the processing enables us to enhance, modify, personalise or otherwise improve our services / communications for the benefit of our clients
    • to identify and prevent fraud
    • to enhance the security of our network and information systems
    • to better understand how people interact with our websites
    • to provide direct communications which we think will be of interest to you
    • to determine the effectiveness of promotional campaigns and advertising.
    Whenever we process data for these purposes we will ensure that we always keep your Personal Data rights in high regard and take account of these rights. You have the right to object to this processing. 

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