Client Event Booking Agreement

TERMS AND CONDITIONS

1       Definitions

1.1    “Agreement” means the contract created by BMML’s confirmed acceptance of the Booking Form and comprises the Booking Form together with the documents referred to within the Booking Form.

1.2    “Artist(s)” means the person or persons supplied by BMML to perform at the Event.

1.3    “BMML Materials” means all documents and music provided by BMML in connection with the Event and that is not owned by a third party.

1.4    “Cancellation Period” means a period of 14 calendar days from the Effective Date of this Agreement

1.5    “Client Representative” means a person appointed by the Client to liaise with BMML and with the full authority to act for the Client.

1.6    “Consumer” means a private individual as defined within the Consumer Rights Act 2015 who is the Client Party in the Agreement.

1.7    “Day”  means a calendar day.

1.8    “Effective Date”  – The Agreement is created on and effective from the Effective Date, being the date of the latest of the following: (i) the date of acceptance by BMML of the Booking Form completed by and submitted to BMML by the Client and (ii) the date of receipt by BMML of the cleared deposit payment.

1.9    “Fees” means BMML Fees as stated in this Agreement to cover the provision of both Normal Services and any Additional Services

1.10  “Law” means English law.

1.11  “Parties” – the Parties to this Agreement comprise the Client and BMML as defined in the Booking Form.

1.12  “Payment Balance” means the outstanding value of  the Fees and Reimbursable Expenses still to be paid.

1.13  “Play List” means a list of the music suggested to be played on the Event Date .

1.14  “Reimbursable Expenses” means those payments to BMML from the Client additional to the Fees as defined in the Agreement.

1.15  “Services” means the services defined in or referenced in the Booking Form and to be performed by BMML in accordance with the Agreement and comprise both Normal Services and Additional Services, both types of services as defined in the Agreement.

1.16  “Supplier” means a subcontractor to BMML who is not an Artist.

1.17  “Variation”  means a variation to this Agreement, agreed between the Parties by email exchange which provide for Additional Services to be provided by BMML for an additional fee.

2       General Provisions

2.1    The documents forming this Agreement are to be taken as mutually explanatory of one another. If there is a conflict, these Terms and Conditions take precedence over any other provisions and/or parts of this Agreement unless such provisions are preceded by the statement “Notwithstanding the provisions of the Terms and Conditions, the following shall apply…”

2.2    In these Terms and Conditions, a reference to:

(i)      an article or clause is a reference to an Article of these Terms and Conditions;

(ii)     an article includes the plural and vice versa and reference to any gender includes the other genders.

2.3    For the avoidance of doubt, it is specifically agreed that no printed standard terms that may appear on any quotations, purchase orders, acceptance notes, invoices or other such documents relating to the Services to be provided under this Agreement shall have any effect. This Agreement may be modified only by a formal amendment agreed by both Parties.

2.4    Any notice under this Agreement shall be in writing and given by sending the same by email to the Client or BMML at the email address shown in the Booking Form.  Notices shall take effect when they have been received by the Client or by BMML as the case may be.

2.5    The Parties agree that they shall: (i) hold the content of this Agreement and details of the Event confidential, and (ii) shall not disclose such information to any third party or use the other Party’s name and/or logo, except to the extent that BMML may use them in company literature after the Event to say that BMML provided the Services to the Client for this Event.

2.6    Copyright in all BMML Materials shall remain the property of BMM Ltd.  The Client alone shall have a license to use the BMML Materials for the purpose of holding the Event. The Client warrants that it owns and/or has secured all relevant licenses and approvals required to allow BMML to perform music at the Event, the copyright of which music is held by third parties; and indemnifies and holds harmless BMML against any third party claim for breach of copyright related to the playing of such music.  The Client shall not use, or make copies of, such BMML Materials other than for private and/or internal corporate use and non-commercial use.

2.7    Unless expressly agreed in writing by BMML, no third party may rely upon any BMML Materials and/or Services  provided under this Agreement. The Client indemnifies, defends, and holds harmless BMML for any unlicensed use of or reliance on BMML Materials.

 

3       Obligations of the Client 

The Client is responsible for the following:

3.1    Making the Event Location freely available for BMML to supply the Services on the Event Date including any mobilisation and demobilisation time as identified or referenced in the Booking Form

3.2    Providing or procuring BMML, in a timely manner, and at no charge, with access to the Event Location, data and other facilities and personnel facilities, utilities, services, food and refreshment for the Event as identified or referenced in the Booking Form.

3.3    Paying any charges made by the Event owner or operator for the supply of such facilities, utilities, support and services. In the event that the Event Location management elect to charge BMML in respect of any such matters including; unloading and / or loading  equipment; early arrival and / or late departure; then, BMML  reserves the right to pass any and all such charge(s)  on to the Client as a Reimbursable Expense.  Such additional charge will (if required) be evidenced to the Client.

3.4    Providing BMML within a reasonable time so as not to delay the provision of the Services any necessary and requested instructions to enable BMML to supply the Services

3.5    Procuring that the Event Location is adequately insured and licensed for the provision of the Services and that any electrical equipment to which BMML’s own equipment will be connected is safe, of adequate capacity and quality and, where legally required, PAT tested.

3.6    Procuring that any Event Location risk assessment prepared by the Event owner or operator is supplied to BMML in due time to ensure that BMML can comply.

3.7    Procuring such Event insurance as the Client may consider appropriate to cover the Client Event risks, including Force Majeure, or to otherwise accept such commercial risks beyond those which are the liability of BMML.

3.8    Agreeing the Play List with BMML at least 21 days prior to the Event Date.  The Artist(s) will exercise judgment on the event date to adjust the Play List to suite the mood of the Event.

3.9    all matters referred to him by BMML, giving his decision by email within a reasonable time so as not to delay the Services.

3.10  Designating an individual to be its Client Representative for the administration of this Agreement, such person to be named in the Booking Form.  Such person shall have the full authority of the Client, so BMML can make out of hours contact in case of sickness or emergency.

3.11  Taking all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the Services.

3.12  Paying BMML in accordance with the provisions of the Agreement

4       Obligations of BMML 

BMML’s obligations are to:

4.1    exercise the skill and care to be reasonably expected from a professional firm of international repute with specific experience in the music industry on commissions of this kind;

4.2    provide the Services in accordance with the provisions of this Agreement;

4.3    providing the Services in accordance with BMML’s published policies and risk assessment and any Event-specific risk assessment provided by the operators of the Event Location;

4.4    support the Client in the creation of the music plan, leading to the Play List, discussing suitable music styles, genres and artists; and,

4.5    liaise as required with a Client-nominated representative of the Event organiser to coordinate the arrangements at the Event Location.

5       Exclusivity

5.1    BMML shall be the exclusive supplier to the Client of the Services. The Client shall not purchase, directly or indirectly, any services which are the same as, or similar to, the Services.

5.2    Nothing in this Agreement shall restrict BMML from  supplying to other clients any services which are the same as, or similar to, the Services..

6       PAYMENT

6.1    The prices stated in the Agreement are denominated in Pounds Sterling (GBP).

6.2     All monies payable by the Client to BMML shall be paid  in accordance with this Agreement.  Monies shall be paid free of any withholding taxes, charges or duties and bank charges.   BMML’s official invoice will be issued immediately on receipt of payment. Monies not paid by the due date shall attract interest from the due date of payment at the rate of 15% per annum until said payment has been received by BMML, plus debt collection fees where applicable.  Where part of the Services is disputed then payment of the undisputed sum shall not be withheld and interest shall accrue on such portion as stated herein.  If such dispute on the part, or in the case of the whole, on the whole, is finally resolved in BMML’s favour then interest shall be deemed to have accrued as if no dispute had arisen.

6.3     Any foreign currency costs incurred by BMML as Reimbursable Expenses would be converted to Pounds Sterling for invoicing purposes at the exchange rate of BMML’s bank at the date on which the purchase was made.  In the case of late payments of the BMML account BMML will be permitted to recover any exchange rate loss to BMML between the date of due payment and the actual payment date.  Any foreign exchange charges will also be charged at cost.

6.4     Unless otherwise stated the Client shall pay to BMML the Fees and the Reimbursable Expenses as set out in the Agreement.  Reimbursable Expenses shall be defined in or referenced in the Booking Form.

6.5     The Client, where practicable to do so, can choose at the time to reimburse BMML staff/Artists directly, at cost based on invoices submitted (or other appropriate evidence), for any Reimbursable Expenses incurred by such staff/Artists.  If Reimbursable Expenses were not so reimbursed locally and the sums involved had to be processed through our accounts such that BMML had to invoice to recover them then BMML would invoice at cost plus 5% (to cover, administration and financing costs) plus VAT.  BMML shall issue an invoice for Fees and Reimbursable expenses not more frequently than monthly in arrears with the due date for payment being the date as stated in the BMML invoice.

6.6    Bank Details

Payments shall be made into the bank account shown on the Booking Form.

7       BMML Fees and Reimbursable Expenses

7.1    The Fees agreed between the Client and BMML shall comprise a fee as stated on the Booking Form for Normal Services and may comprise an additional fee for Additional Services.

The fee for Normal Services shall comprise:

(i)      A non-refundable deposit (subject to a 14 day cancellation right for Consumers as explained herein) which secures the availability of BMML to provide the Normal Services at the Event Location on the Event Date; removes the Event Date as an available date in BMML’s booking calendar (and so prevents BMML from accepting other bookings for the same Artists on that date; provides the funding for BMML to secure the necessary reciprocal commitments from BMML’s suppliers and allows early work to start on the development of the Normal Services; and

(ii)     one or more further payments of the Fees as stated or referenced in the Booking Form;

A further fee may be agreed between the Parties for any Additional Services, being such services that are not defined in the Agreement at the Effective Date but may be required later, subject to formal agreement by way of a Variation.

VAT, where applicable, will be payable on all fees.   Any foreign taxes for which BMML may be liable that may be applicable to the Services will be charged as a Reimbursable Expense and the Client should note that the claim, if applicable, for such foreign (being non-UK) taxes may only be able to be made some considerable time after the Event Date.

7.2    The Fee will be paid by the due dates shown on the Booking Form and as agreed in any Variation.

7.3    Reimbursable Expenses

Reimbursable Expenses shall be as defined or referenced in the Booking Form and herein.  VAT will be payable on any Reimbursable Expenses invoiced by BMML.

 

8     Commencement, Completion, Variation, Termination and Cancellation

8.1    If the Services are impeded or delayed by the Client or his suppliers so as to increase the scope, cost or duration of the Services:

(i)      BMML shall inform the Client of the circumstances and probable effects; and

(ii)     the increase in scope and/or costs shall be regarded as Additional Services; nevertheless

(iii)    BMML shall do all in their power to mitigate the effects.

8.2    Termination

8.2.1 Termination by the Client for Breach by BMML

The Client may terminate its obligations under this Agreement:

(i)      In the event of substantial breach by BMML of its obligations hereunder, which breach has not been remedied within 15 calendar days of written notice from the Client requiring the breach to be remedied; or

(ii)     upon the insolvency of BMML by giving BMML written notice of its intention to do so.

8.2.2 BMML may terminate its obligations under this Agreement in the event of:

(i)      Monies payable to BMML hereunder being outstanding for more than 30 calendar days, and which has not been rectified within 7 calendar days of written notice from BMML requiring payment to be made; or

(ii)     other substantial breach by the Client of its obligations hereunder, which breach has not been remedied within 15 calendar days of written notice from BMML requiring the breach to be remedied; or

(iii)    upon the insolvency of the Client by giving the Client written notice of its intention to do so; or

(iv)    circumstances arising for which BMML is not responsible and which BMML considers (on reasonable grounds having first given reasonable notice to the Client to allow for correction) makes it illegal or unsafe for BMML to perform part or any of the work covered under this Agreement.

8.2.3 The Agreement may be terminated under the provisions of Article 14 (Force Majeure).

8.2.4 Cancellation of the Agreement results in termination of the Agreement.

8.3    In this Agreement “insolvency” shall mean either Party becoming bankrupt going into liquidation (either voluntary or compulsory except as part of a bona fide scheme of reconstruction or amalgamation) being dissolved entering into a voluntary arrangement or having a receiver, an administrative receiver or an administrator appointed in respect of the whole or part of its assets.

8.4    In the event of termination by the Client under the provisions of Article 8.2.1 then BMML shall return to the Client all monies paid by the Client including the Deposit which repayment shall be in full and final settlement of any obligations of BMML to the Client except as provided by Law.

8.5    In the event of termination by the Client under the provisions of Article 8.2.2 then the Client shall pay BMML, in addition to the Deposit, a fair and reasonable amount commensurate with the work performed by BMML to the date of such  termination including payments for which BMML is irrevocably committed and any outstanding Reimbursable Expenses.

8.6    Cancellation by the Client for Convenience

8.6.1 Cancellation by the Client within 14 days of this agreement 

(i)      The Client has the right to cancel this Agreement within the Cancellation Period without giving any reason.

(ii)     To exercise the right to cancel, the Client must inform BMML of the Client’s decision to cancel this agreement by a clear statement (e.g. a letter sent by post or e-mail)

(iii)    To meet the cancellation deadline, it is sufficient for the Client to send the communication concerning the exercise of the right to cancel before the Cancellation Period has expired.

(iv)    BMML will wait until such Cancellation Period has expired before it commences to carry out the Services, unless: the Client requests BMML to carry out the services during the Cancellation Period; BMML has agreed to do so; and the Client has provided BMML or its representative with a signed, written confirmation so to do in the form to be supplied by BMML at the request of the Client.

8.6.2 Effects of cancellation within 14 days of the Effective Date

(i)      If the Client cancels this Agreement within 14 days after the date of this Agreement, BMML will reimburse the Client all payments received from the Client except where BMML is allowed to keep such payments such as where BMML has commenced carrying out the services within the 14-day cancellation period and the Client has signed the written confirmation to start carrying out the Services within the 14-day cancellation period.

(ii)     BMML will make the reimbursement without undue delay, and not later than 14 days after the day on which BMML was informed about the decision to cancel this Agreement.

8.6.3 Cancellation by the Client after 14 days from the Effective Date

If the Client cancels the Agreement after the Cancellation Period , the following terms will apply:

(i)      28 days or more before the Event: the Client must give prior notice to be given by email. None of the Payment Balance is payable.  The Deposit is  non-refundable.

(ii)     21 to 27 days before the Event: the Client must give prior notice to be given by email. 50% of the Payment Balance will be due.

(iii)    20 days or fewer before the Event: the Client must give prior notice to be given by email.  The full Fees will be due less the Deposit already paid (if applicable).

8.6.4 Change of Event Date or Event Location by the Client

Should the Client wish to change either the Event Date or the Event Location he should give email notice to that effect to BMML.  If the new Event Date is within 30 days of the original Event Date then this Agreement shall be construed as though the new Event Date is the original Event Date subject to BMML being able to provide the Service on the new Event Date.  If the new Event Date is beyond 30 days later than from the original Event Date or if BMML is unable to provide Services on the new Event Date then the matter shall be dealt with as a cancellation under the provisions of Article 8.6.3 herein.

8.7    In the event that this Agreement includes the provision of equipment by BMML and the Client subsequently decides to utilise equipment provided either by the Event Location or third party supplier, then, no refund or part refund shall fall due to be paid to the Client by BMML in respect of the Fees agreed for the Event.

9       Nature of the Services where the Client is a Consumer

The Consumer Rights Act 2015 gives Consumers certain legal rights (also known as ‘statutory rights’), for example that the services are carried out with reasonable care and skill. For more detailed information on your rights and what you should expect from us, please contact BMML or visit the Citizens Advice website www.citizensadvice.org.uk or call 03454 04 05 06.

10     Liabilities and Insurance

10.1  Except for any legal responsibility that BMML cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of the Client’s personal information, BMML is not legally responsible for any losses that were not caused by BMML’s negligence and that:

(i)      were not foreseeable  to the Client and BMML when the agreement was formed;

(ii)     were business losses:

(iii)    were losses to non-Consumers; and

(iv)    exceed the value of the Fees properly paid under this Agreement.

10.2  Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement pursuant to the Contract (Rights of Third Parties) Act 1999.

10.3  BMML shall be liable for the direct losses and damages caused to the Client which may result from BMML’s failure to fulfil its obligations under this Agreement.

10.4  The liability of BMML arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall be limited to full reimbursement of any fees properly paid or of the re-provision of the Services where such is possible.

10.5  Notwithstanding anything to the contrary contained in this Agreement but without prejudice to any provision of the Agreement whereby liability is limited or excluded to a lesser amount the liability of BMML, if any, for any loss or damage (“the loss or damage”) in respect of any claim or claims shall be further limited to such sum as it would be just and equitable for BMML to pay having regard to the extent of BMML’s responsibility for the loss or damage and on the assumptions that:

(i)      all other suppliers and contractors appointed by the Client in connection with the Event shall have provided contractual undertakings to the Client on terms no less onerous than those set out herein in respect of their carrying out of their obligations;

(ii)     there are no exclusions of or limitations of liability between the Client and any other party referred to in this Article;

(iii)    there are no joint insurance or co-insurance provisions between the Client and any other party referred to in this Article and that any such other party who is responsible to any extent for the loss or damage is contractually liable to the Client for the loss or damage; and

(iv)    all such other parties (suppliers and contractor) have paid to the Client such proportion of the loss or damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss or damage.

10.6  The liability of BMML for any claim or claims arising out of or in connection with pollution and contamination (including asbestos and toxic mould), infectious disease and for terrorism is excluded.

10.7  BMML shall maintain public liability  in the amounts and for the length of time sufficient to cover BMML’s liabilities subject to all exceptions, exclusions and limitations to the scope of cover that are commonly included in such insurances at the time the insurance is taken out or renewed as the case may be.

10.8  In the event of named Artist(s) or Suppliers being unavailable on the Event Date for reasons beyond the control of BMML then BMML shall arrange equal alternative Artist(s)/Suppliers.

10.9  BMML shall not be liable for any delay in or failure of performance caused by the Client’s failure to provide any of the services or support for which the Client is responsible.

11     Non-Competition

11.1  Should the Client wish to rebook any of the Artists or use the services of any of the Suppliers this should be arranged through  BMML for any future event within 365 days of the Event.

11.2  Neither Party (either directly or through subsidiaries or associated companies) shall seek to engage the services of employees of the other within a five year period following the Event Date.

12     Assignment 

Neither Party may assign, transfer or sublet any obligation under this Agreement without the written consent of the other. Unless stated in writing to be contrary, no assignment, transfer or subletting shall release the assignor from any obligation under this Agreement.

13     Entire Agreement

13.1  The Parties agree that this Agreement 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.

13.2 Each Party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No P shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

14     Force Majeure

Force Majeure is an event (including arising from an infectious disease), outside of the control of the Parties, that prevents BMML from providing the Services.  In the case of such event then BMML will not be liable for any costs suffered by the Client.  The matter will be dealt with as a cancellation under 8.6.3.  A notice of Force Majeure by either Party shall result in termination of this Agreement.

15     Governing law and jurisdiction

15.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales.

15.2 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, this Agreement, its subject matter or formation.

16     Contract Creation

The Agreement will come into legal effect, following confirmation by BMML of their acceptance of the provisions of the Booking Form completed by the Client, on the receipt by BMML of the cleared deposit payment.