terms and conditions

Blue-I Group Limited

Terms and Conditions of Business

1. Commencement and term

The Contract shall commence on the date on which Blue-I gives its acceptance of the Contract Details to the Client and shall continue subject to clause 16 and 17 to the Planned Expiry Date specified in any Quotation agreed between us under the Contract.

2. Interpretation of these Terms

2.1 Schedule 1 sets out terms and interpretation provisions that shall apply to any interpretation of the Contract.

3. Supply of Services

3.1 Blue-I will supply the Services to the Client in accordance with the Contract.

3.2 In supplying the Services, Blue-I shall:

(a) perform these with reasonable care and skill;

(b) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are reasonably fit for purpose;

(d) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Venues and have been communicated to Blue-I prior to the Commencement Date or where notified later these ought to be accepted by Blue-I as reasonable requirements in connection with the provision of the Services and always provided that Blue-I shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; [and]

(e) take reasonable care of all the Client Materials in its possession and make them available for collection by the Client (or where held digitally available for transfer to the Client) on reasonable notice and request, always provided that Blue-I may destroy and/or delete the Client Materials if the Client fails to collect or facilitate the digital transfer of the Client Materials within a reasonable period after termination of the Contract; [and]

(f) [use reasonable endeavours to comply with any agreed Service Level Agreement.]

3.3 If Handover occurs in relation to any Event that is supported by the provision of the Services, the above obligations shall cease at the point of Handover save for clause 3.2(e) should that remain applicable together with any hire of Equipment provisions which shall remain in full force and effect where relevant.

4. Client's obligations

4.1 The Client shall:

(a) co-operate with Blue-I in all matters relating to the Services;

(b) ensure that at all times there is a point of contact for Blue-I that person having sufficient authority and competence to provide instructions and guidance to Blue-I required by Blue-I in its performance of the Services. The Client acknowledges and agrees that Blue-I shall be entitled to suspend performance of all or any part of the Services (Blue-I acting proportionately) if a point of contact is not provided or available when required by Blue-I or Blue-I becomes concerned (based on evidence that it has assessed) regarding the quality of instructions and guidance provided having regard to Blue-I’s responsibilities and entitlements under the Contract;

(c) provide and procure for Blue-I, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Venue associated office accommodation, data and other facilities as required by Blue-I;

(d) provide, in a timely manner, such information, documents, and approvals as Blue-I may require, and ensure that these are accurate and complete in all material respects;

(e) comply with any instructions provided to the Client, appearing on the Equipment and accepted good practice specific to the storage, setting up for use, operation, decommissioning, general security of the Equipment and practical risks associated with the Equipment supplied this obligation including:

(i) the Client being responsible for ensuring that damage is not caused to projection equipment as a result of the operation of lasers in proximity (and regardless of whether powered up or otherwise); and

(ii) damage or impairment to Equipment as a result of exposure to contamination such as haze, fog fluid or smoke generated in areas proximate to the position of the Equipment;

(f) be responsible for the cost incurred by Blue-I in replacing Equipment (including projectors) should the Client or any employee or other user of the Equipment whether or not authorised by the Client cause damage or impairment to any Equipment through that person’s act or omission (including through failure to comply with these terms and conditions and/or instructions provided by Blue-I or any generally understood industry good practice);

(g) where relevant be responsible for the replacement or replenishment of any Consumables that arises during any period in which Equipment has been supplied as part of the Services;

(h) when requested by Blue-I, attend demonstrations of all Equipment provided and its functionality and confirm (in writing if required) that the facilities provided are in conformity with the Quotation and Blue-I has accordingly achieved Set Up Completion;

(i) ensure that Event Protocols are made available to Personnel (whether of the Client or any third party) who will or may have involvement in the operation and maintenance of Equipment ensuring that there is compliance at all times with the requirements of the relevant Event Protocol; and

(j) inform Blue-I without undue delay if the Client’s agent (where an agent has been appointed) has ceased to act on behalf of the Client or the authority of the agent to act on behalf of and commit the Client has changed.

4.2 If Blue-I's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees or Blue-I is entitled to suspend provision of any part of the Services, Blue-I shall:

(a) provide information available to Blue-I explaining the nature and cause of the restriction on its ability to perform or the delay;

(b) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;

(d) be entitled to recover any additional costs, charges or losses Blue-I sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Agreement of Quotation

5.1 A Contract is entered into and binding on the parties notwithstanding that a Quotation remains to be agreed where Blue-I has commenced delivery of services that are intended to be comprised within the Services.

5.2 A Letter of Engagement may be issued by Blue-I in circumstances in which the scope and quantity or other details concerning the Services to be provided require to be developed with input from Blue-I. The Client may be charged for services provided under a Letter of Engagement in the manner described in that document. Once the Client and Blue-I have agreed the Quotation, the Letter of Engagement shall have no further effect upon the contractual relationship.

5.3 Prior to Blue-I discharging its obligations, the parties shall consider and agree the Quotation. The Client shall not unreasonably withhold or delay its consent to the Quotation provided the same is substantially consistent with the requirements as discussed with the Client.

5.4 Agreement to the Quotation must also involve agreement to a final budget and any assumptions that Blue-I consider necessary to have on record as informing the detail of that budget. The Quotation shall confirm the Charges payable to Blue-I and include a programme for interim and a final payment to be made the Client becoming liable to meet all such payments as they fall due. Assumptions stipulated in the Quotation shall be deemed to qualify the basis upon which Charges have been calculated Blue-I being entitled to revise the Charges to reflect any revisions to a Quotation that may be required as a result of an assumption proving to be invalid.

5.5 In delivering against the Quotation Blue-I shall be entitled to request from time to time interim approvals of work undertaken in respect of any Deliverables. The Client shall attend and participate in any demonstrations that Blue-I reasonably requests take place in order to further assure on an interim basis the development work executed by Blue-I.

5.6 Every effort will be made to supply Equipment as specified in any Equipment Inventory but Blue-I reserves the right to substitute alternative items of reasonably equivalent specification where necessary in order to perform the Contract.

6. Provision of Equipment and Resources

6.1 Where the Contract requires Blue-I to resource its performance of the Services with Equipment as scheduled in the Equipment Inventory (subject always to clause 5.6) together with any standby replacement equipment that Blue-I judges appropriate to supply and Personnel with technical capability to operate the Equipment.

6.2 Blue-I shall provide to the Client details of all Personnel who Blue-I nominate to operate Equipment and all of those nominated shall (subject to each individual complying with any security and health and safety requirements reasonably applied by the Client) be granted access to the Venue at all reasonable times for the purpose of setting up, performing the Services and taking down of Equipment at the end of the Event.

6.3 Where the Client has responsibility for the operation of Equipment the Client shall and shall procure that any employees, consultants, agents or other representatives operating the Equipment comply at all times with any instructions provided to the Client, appearing on the Equipment or accepted good practice specific to the storage, setting up for use, operation, decommissioning, general security of the Equipment and practical risks associated with the Equipment supplied this obligation including:

(ii) damage or impairment to Equipment as a result of exposure to contamination such as haze, fog fluid or smoke generated in areas proximate to the position of the Equipment.

7. Provision of Digital Applications

7.1 The Services to be provided may include design work undertaken by Blue-I which is then incorporated into Deliverables provided in accordance with the Quotation. Clause 9 sets out the respective interest each party shall have in IPRs associated with the performance of the Services. To the extent these are licensed to the Client the terms and conditions of the licence provided are set out in Schedule 2.

8. Data protection

The parties shall comply with their data protection obligations under Data Protection Laws when processing personal data received from the other Party.

9. Intellectual property

9.1 Blue-I and its licensors shall retain ownership of existing IPRs at the date of the Contract (with the exception of any materials developed under a Letter of Engagement where the intention is to pass ownership to the Client and any Background IPRs that come into existence during the course of performance of the Contract. The Client and its licensors shall retain ownership of all IPRs in the Client Materials.

9.2 Event Specific IPRs shall be owned by Blue-I and licensed to the Client in the case of operating software associated with any Equipment under the terms of clause 9.2. However, Blue-I shall not unreasonably refuse to assign ownership of Event Specific IPRs provided that:

(a) payments in respect of the Charges have been made in compliance with the Contract and no payment is overdue for payment at the time a request for assignment is made;

(b) any moral rights that Blue-I are obliged to or consider it desirable to assert are recognised in the assignment; and

(c) the form of assignment provided to Blue-I appropriately protects the Blue-I Background IPRs to the satisfaction of Blue-I (acting reasonably).

9.3 Blue-I grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, non-exclusive, royalty-free, licence to use (including rights to copy) Event Specific IPRs for the purpose of receiving and using the Services and the Deliverables in the Client's business during the continuation of the Contract.

9.4 The Client grants Blue-I a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.

9.5 Blue-I shall indemnify the Client in full against any sums awarded by a court against the Client arising out of or in connection with any claim brought against the Client for infringement of a third party's rights (including any Intellectual Property Rights) arising out of or in connection with the receipt or use of the Services by the Client provided that:

(a) Blue-I is made aware of any claim or threatened claim promptly;

(b) if requested by Blue-I, the conduct of the claim is passed to Blue-I; and

9.6 The Client shall indemnify Blue-I in full against any sums awarded by a court against Blue-I arising of or in connection with any claim brought against Blue-I for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by Blue-I provided that:

(a) the Client is made aware of any claim or threatened claim promptly;

(b) if requested by the Client, the conduct of the claim is passed to the Client; and

10. Changes

10.1 If Blue-I considers that a request or purported instruction from the Client represents a requirement made of Blue-I that Blue-I is not obliged to perform in its performance of the Services or if Blue-I itself considers that it is in the Client’s interests to vary the manner in which or extent to which Services are provided, this shall be recognised by both parties as a change to the Services which shall only have effect as agreed in writing by the parties.

11. Cancellation

11.1 The Client shall have no automatic right to cancel a Contract entered into or if in force at the relevant time a Letter of Engagement. In like manner the Client shall have not automatic rights to require suspension or any material delay in dates for delivery of the Services or any of them other than by reason of Force Majeure. Should Blue-I accept a request for cancellation then the following provisions of this clause 11 shall apply.

11.2 The Client shall compensate Blue-I for any loss which the Company may suffer as a result of any cancellation of or suspension (including any subsequent agreed variation to) any Contract (agreed to in writing by Blue-I) for the provision of Services.

11.3 Charges which are payable due to the Client’s cancellation (accepted by Blue-I) on14 days or less notice prior to the Services Start Date or the first day of a Hire Period may be charged at 100% of the agreed Charges quoted by Blue-I and provided for in a Letter of Engagement or Quotation (which shall for the avoidance of doubt supersede any Letter of Engagement for this purpose).

11.4 Charges which are payable due to the Client’s cancellation (accepted by Blue-I) on 30 days or less notice prior to the first day of a Hire Period may be charged at:

(a) 50% of the agreed Charges quoted by Blue-I in respect of Personnel and of the Equipment charges Blue-I incurred or to be incurred by Blue-I (whether directly or due to any subcontractor) and

(b) 100% in respect of the costs accrued to that date by Blue-I in activities preparatory to an Event including Blue-I’s internal costs at charge rates generally applied by Blue-I for the purpose of providing services of the same nature as those provided to the Client to the date of termination.

in each case as provided for in a Letter of Engagement or Quotation (which shall for the avoidance of doubt supersede any Letter of Engagement for this purpose).

11.5 Cancellation to be accepted and acted upon by Blue-I must be by e-mail or written confirmation provided by a Director or other responsible person of the Client Company (Blue-I being entitled to request confirmation and appropriate evidence of the authority of the person giving notice).

11.6 The Client shall compensate Blue-I for any loss which Blue-I may suffer as a result of:

(a) any cancellation of any order for the supply of Services; or

(b) failure to return any Equipment to Blue-I’s premises at the termination of the Hire Period in good condition, fair wear and tear excepted or for any breach by the Client of this Contract.

11.7 In the event of non-return of or damage to hired Equipment the Client shall pay to Blue-I the full replacement value of same or the full cost of repairing any damage together with any additional Hire Charges or penalties incurred by Blue-I calculated in accordance with the provisions of the Contract Details.

11.8 Costs necessarily incurred by Blue-I in connection with the performance of a Contract which is subsequently cancelled prior to completion of the Services and which are chargeable as a disbursement to the Client but which have not yet formed part of the Charges shall continue to be payable in full by the Client together with that part of the charges which are demonstrably representative of the profit Blue-I anticipated receiving in connection with the provision of the Services to their completion.

12. Charges and payment

1.1 In consideration for the provision of the Services, the Client shall pay Blue-I the Charges in accordance with this clause 12 and in accordance with the payment schedule set out in the Contract Details as hereafter varied under the provisions of clause 5.4.

12.2 All amounts payable by the Client exclude amounts in respect of VAT, which the Client shall additionally be liable to pay to Blue-I at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

12.3 Blue-I shall submit invoices for the Charges plus VAT that Blue-I is accountable for in respect of the invoice raised at the intervals specified in the Contract Details. Each invoice shall include all reasonable supporting information required by the Client.

12.4 The Client shall pay each invoice due and submitted to it by Blue-I, within 30 days of receipt, to a bank account nominated in writing by Blue-I. Blue-I shall only notify the Client of a change in banking details exceptionally and the Client agrees to only act upon a notification made having taken reasonable precautions to verify that the notification was issued by the Client and not in fraudulent circumstances.

12.5 If the Client fails to make any payment due to Blue-I under the Contract by the due date for payment, then, without limiting Blue-I's remedies under clause 17:

(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) Blue-I may suspend all the Services until payment has been made in full.

12.6 All amounts due under the Contract from the Client to Blue-I shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12.7 The Client must note that Blue-I has a policy of paying subcontractors within 30 days of invoice receipt. Payment of invoices by the due date rendered by Blue-I which include subcontractor charges passed through or incorporated into the Charges where this is known or ought to have been reasonably anticipated by the Client to be of essence to the relevant Contract.

13. Insurances

13.1 Unless prior to the Services Start Date Blue-I has received from the Client’s insurers a declaration in the form acceptable to Blue-I that the Client has arranged insurance to the satisfaction of Blue-I or if at any time Blue-I receives notification of the lapsing or variation of the Client’s said insurance or fails to receive prompt and sufficient confirmation that such insurance remains in effect then Blue-I shall be entitled (but not obliged) either to arrange immediate insurance of any Equipment and any other risks that it would prudent for Blue-I to ensure are insured against to such levels of cover as Blue-I is advised are appropriate against all damage or loss consequential or otherwise (including without prejudice to the generality of the foregoing payment of monies due to Blue-I pursuant to these conditions) and also for public liability against claims made by third parties arising from use of misuse of the Equipment to a level that Blue-I shall in its absolute discretion deem necessary or alternatively, to rescind the Contract with the Client without any liability therefore on behalf of Blue-I but without prejudice to any other rights or remedies Blue-I may have against the Client.

13.2 The Client shall make full disclosure of all material circumstances affecting insurance taken out, and if required by Blue-I both procure that the interest of Blue-I is noted in respect of any such policy and that the insurers are instructed to notify Blue-I directly of any cancellation or repudiation in respect of same.

13.3 The Client undertakes not to do or omit to do anything which would have the effect of invalidating any insurance, or cover effected (whether by Blue-I or the Client) in pursuance of this clause.

13.4 Without prejudice to the generality of the foregoing where the Client has possession of Equipment then (for the duration of the Hire Period for that Equipment and any further period during which the Equipment remains in the possession, custody or control of the Equipment (together referred to in this clause 13 as the “Risk Period”) risk of loss, theft, damage or destruction shall be the responsibility of the Client until such time as the Equipment is redelivered to the Blue-I. During the Risk Period, the Client shall, at its own expense, obtain and maintain the following insurances:

(a) insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as Blue-I may from time to time nominate in writing;

(b) insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Blue-I may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and

(c) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Blue-I may from time to time consider reasonably necessary and advise to the Client in writing.

13.5 If the Client fails to effect or maintain any of the insurances required under this Contract, Blue-I shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Client.

13.6 The Client shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Blue-I and proof of premium payment to Blue-I to confirm the insurance arrangements.

13.7 All insurance policies procured by the Client shall be endorsed to provide Blue-I with at least twenty Business Days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on Blue-I's request name Blue-I on the policies as a loss payee in relation to any claim relating to the Equipment. The Client shall be responsible for paying any deductibles due on any claims under such insurance policies.

14. Limitation of liability

14.1 Blue-I has obtained and will maintain for the period in which the Contract operates insurance cover in respect of its own legal liability at levels of cover that take due account of the nature of the business operated by Blue-I and the risks that Blue-I must manage in the course of its business and which it is reasonable (including taking account of the availability of insurance, levels of cover available and whether premium chargeable are economic) for Blue-I to maintain. The limits and exclusions in this clause reflect the insurance cover Blue-I has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

14.2 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.3 Nothing in this clause 14 shall limit the Client's payment obligations under the Contract.

14.4 Nothing in the Contract shall limit the Client's liability under clause 9.

14.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

14.6 Subject to clause 14.3 (No limitation on Client's payment obligations), clause 14.4 (Liability under identified clauses) and clause 14.5 (Liabilities which cannot legally be limited):

(a) Blue-I's total liability to the Client for any loss or damage shall not exceed 1.5 times the Charges paid or payable by the Client at the date the claim arises; and

(b) the Client's total liability to Blue-I for any loss or damage shall not exceed 1.5 times the Charges paid or payable by the Client at the date the claim arises.

14.7 The caps on the parties' liabilities shall be reduced by:

(a) payment of an uncapped liability;

(b) amounts awarded or agreed to be paid under clause 9; and

(c) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

14.8 Subject to clause 14.3 (No limitation on Client's payment obligations), clause 14.4 (Liability under identified clauses) and clause 14.5 (Liabilities which cannot legally be limited), this clause 14.8 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

14.9 Blue-I has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.10 Unless the Client notifies Blue-I that it intends to make a claim in respect of an Event within the notice period, Blue-I shall have no liability for that Event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the Event and the grounds for the claim in reasonable detail.

15. Handover

15.1 Where as part of the Services Blue-I has resourced the operation of Equipment that has been provided as part of the Services the client may have the option (where this is referred to in the Quotation or otherwise agreed in writing) to assume the management and operation of the Equipment at the Venue. The date upon which Handover occurs and any adjustment to the Charges that arise in consequence shall be agreed between the parties in writing.

16. Contract Extension

16.1 Blue-I generally looks favourably upon requests for an extension of the term of a contract. The Client may make its request at any time and the parties shall then agree and record in a written memorandum (making specific reference to this clause 16.1) any agreed extension to the Contract and any variation to or supplement to the Contract that arises in connection with the entering into of the extension.

17. Termination

17.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of five Business Days after being notified in writing to do so;

(b) 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

17.2 Without affecting any other right or remedy available to it, Blue-I may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment pursuant to clause 12.

17.3 On termination of the Contract for whatever reason:

(a) the Client shall immediately pay to Blue-I all of Blue-I's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Blue-I may submit an invoice, which shall be payable immediately on receipt;

(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect;

(c) without prejudice to the generality of clause 14.2 (b) unless agreed otherwise in writing prior to the Expiry Date or other date of actual termination, all rights to use the Event IPRs and any Blue-I Background IPRs shall cease with immediate effect; and

(d) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

17.4 In the alternative to termination and without prejudice to the right thereafter, for Blue-I to exercise any termination rights that could have been exercised and which by notice in writing to the Client it expressly reserves the right to enforce subsequently Blue-I may:

(a) suspend the provision of the Services or any part of the Services: and/or

(b) suspend the licence of any intellectual property rights including Event Specific IPRs; and/or

(d) enter any premises at which Equipment has been made available reclaiming possession pending the continuation or termination of the Contract as the case may be.

18. General

18.1 Force Majeure

(a) In this Contract the following words and expressions have the following meanings:

(b) In this Contract the term “Force Majeure Event” means: any circumstances beyond the reasonable control of a party including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), acts of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, sanctions, embargo, accident, power failure, breakdown of plant or machinery, fire, flood, drought, storm, earthquake or other natural disaster, disease, epidemic, pandemic or other notifiable disease, public health emergency, default of suppliers or sub-contractors, difficulties or increased expense in obtaining raw materials, labour, fuel, parts or machinery, or import or export regulations or embargoes.

(c) If either party is prevented, hindered or delayed in the performance of any of its obligations under this Contract (in whole or in part) by a Force Majeure Event (the “Affected Party”), or if such performance is rendered more onerous (in whole or in part), it shall have no liability or be deemed to be in breach of this Contract in respect of the performance of such of its obligations as are prevented by the Force Majeure Event during the continuation of such Force Majeure Event, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations, and the time for performance of any obligations shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or prevented.

(d) The Affected Party shall:

(i) as soon as reasonably practicable after it becomes aware that its performance of its obligations will or is likely to be affected in the manner described in clause (c) by the Force Majeure Event, serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to the Force Majeure Event; and

(ii) take all reasonable steps to avoid or minimise the effect of the Force Majeure Event on the performance of its obligations under this Contract.

(e) If a party’s performance of its obligations under this Contract is affected by a Force Majeure Event for a continuous period in excess of three months, the other party may terminate this Contract immediately on service of written notice upon the Affected Party.

(f) For the avoidance of doubt, the occurrence of a Force Majeure Event shall not release the Client from its obligation to pay any sums due under the terms of this Contract.

18.2 Contracting Party, Assignment and other dealings

(a) Where this Contract is entered into by a party acting as agent for the Client it does so warranting that:

(i) it is duly authorised by the Client and the extent of the authority extends to approving and signing as agent for the Client the Contract in the form the agent has (on behalf of the Client) agreed with Blue-I;

(ii) that authority has not been revoked and the party signing on behalf of the Client knows of no reason why the authority may be about to be revoked; and

(iii) the individual approving and signing the Contract is duly authorised unconditionally to carry out these acts.

(b) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Blue-I's prior written consent.

(c) Blue-I may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

18.3 Confidentiality

(a) Without prejudice to the generality of the remainder of this clause 18.3 the design of systems and associated prices are the intellectual property of Blue-I and disclosure of design, systems, prices, equipment application by any means including verbal, electronic copying or correspondence to a third party is forbidden without written consent of a director of Blue-I.

(b) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party or of any member of the group to which the other party belongs or in connection with the subject matter of the Contract, except as permitted by clause 18.3(d).

(c) For the purposes of this clause 18.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(d) Each party may disclose the other party's confidential information:

(i) to its agents, employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 18.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(e) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

(f) Information shall only be regarded as confidential for so long as it remains the same and does not fall into the public domain save where that status arises due to a default by the party subject to the obligation of confidentiality under this Contract.

18.4 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

18.5 Variation

(a) No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.6 Waiver

(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18.7 Severance

(a) If any provision or part-provision of the Contract 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 18.7 shall not affect the validity and enforceability of the rest of the Contract.

18.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the following address:

(A) For Blue-I:

(B) For the Client:

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 12 noon on the next Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 18.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18.9 Third party rights

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

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

18.10 Governing law

(a) The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

18.11 Jurisdiction

(a) 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 Contract or its subject matter or formation.

SCHEDULE 1 DEFINITIONS AND INTERPRETATION

1. Definitions:

Agreed Date: the date upon which any Handover agreed between Blue-I and the Client is to occur.

Ancillary Services: the provision of any services relating to the maintenance and repair of any Hire Equipment during any Hire Period.

Approval: acceptance in writing of any Deliverable or part of a Deliverable that Blue-I has requested approval of from the Client.

Background IPRs: all the Intellectual Property Rights owned at the date the Contract takes effect or is subsequently developed by Blue-I Group or any affiliate but not expressly for the purpose of performance of the Contract with the Client during the term of the Contract.

Blue-I IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Cancellation: the requirement for the Services is cancelled at any point following this Contract taking effect whether as a decision of the Client or a third party.

Change in Services: any amendment to the specification provided as part of a Quotation that arises during the performance of the Contract.

Charges: the charges payable by the Client for the supply of the Services and rental of Equipment by Blue-I, as referred to in (i) any Letter of Engagement and (ii) subsequently or in the first instance as the case may be as provided for in the Quotation.

Client: where we are contracting with you as a disclosed agent of the party that is to benefit from the provision of the Services references in the Contract to Client are deemed to be references to that party details of which are set out in the Order Form.

Client Materials: all materials in any form including drawings, specifications and data whether in hard copy or digital form supplied by the Client to Blue-I during the performance of the Contract.

Conditions: these terms and conditions set out in 1 (Commencement and Term) to clause 18(General) (inclusive).

Consumables: in relation to any Equipment any materials associated with an item of Equipment that will or may require replacement or replenishment in the ordinary course of the operation of the Equipment.

Contract: the contract between the Client and Blue-I for the supply of the Services in accordance with the Contract Details these Conditions the Schedules and Appendices.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Data Protection Laws: means (i) the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy; (ii) the Privacy and Electronic Communication (EC Directive) Regulations 2003; and (iii) the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679) (“UK GDPR”),

Delivery: the delivery to the Venue of the Equipment.

Delivery Date: the estimated date for delivery set out in the Quotation or as subsequently agreed in writing between the parties.

Deliverables: all design and other documents and materials supplied by Blue-I as part of or in relation to the Services in any form including without limitation Equipment provided whether on a rental basis or otherwise hired to the Client, computer programs, data, reports and specifications (including drafts), including without limitation computer programs including applications, data, reports and specifications (including drafts).

Quotation: a completed specification describing all Deliverables, resources to be deployed in the performance of the Contract and the Charges (together with any basis upon which the Charges are to be calculated) to be provided to the Client and which when approved becomes the Specification under which the Services are thereafter provided.

Equipment: the items of equipment listed in the Quotation, substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.

Equipment Inventory: the schedule of Equipment (including replacement equipment available on standby provided to the Client) prepared for the Client and Approved in conjunction with the Quotation.

Event: as specified in the Quotation for the Services.

Event Planning and Delivery: where so specified in the Quotation the Service to be provided by Blue-I together with where agreed the actual delivery of the event that forms the subject of the Quotation.

Event Protocol: any document provided by Blue-I to the Client providing instructions regarding the use of any Equipment.

Event Specific IPRs: any materials created by Blue-I to meet the requirements of the Specification delivered to the Client initially for approval and following such approval incorporated into the Services.

Handover: the process of transferring operational responsibility in Equipment is agreed to pass from Blue-I to the Client from an Agreed Date.

Hire Payments: payments made by or on behalf of the Client for hire of the Equipment set out in the Contract Details or the Quotation (whichever is applicable) and as may be amended from time to time.

Hire Period: any period in which it is agreed that Equipment is to be supplied without in the same period a supply of Services by Blue-I and following Handover (should this occur) the period within which the Client continues to use and operate any Equipment.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Letter of Engagement: letter issued to the Client where the full details of a proposed Quotation cannot be established and agreed with the Client which shall then be superseded by a Quotation agreed by the parties.

Online Support: the provision of a technical support available from Blue-I as described in the Specification.

Operating Software: customised software prepared by Blue-I as part of the Services the purpose of which is the correct functioning of Equipment in conformity with the Quotation.

Personnel: where performance of the Services requires the provision of operational personnel individuals provided by Blue-I for that purpose.

Planned Expiry Date: the last day on which Services are required to be provided to the Client as referred to in the Letter of Engagement or the Contract Details.

Risk Period: the period during which the Equipment is at the sole of the risk of the Client as set out in paragraph 5.2.

Service Change: any agreed change in the Quotation undertaken in accordance with the procedure described in clause 10.

Service Level Agreement: any document agreed by the parties that refers to an Event and the Services to be provided under the Quotation for that Event agreed by Blue-I that specifies specific objectively set requirements that Blue-I has agreed to adhere to.

Services: the services, including without limitation any Deliverables and Equipment, to be provided by Blue-I pursuant to the Contract.

Services Start Date: the day on which Blue-I is to start provision of the Services, as set out in the Contract Details.

Set-Up Completion: completion of all installation and set up activities that form part of the Services to be provided including any demonstrations requested by the Client confirming that all Deliverables required to be provided by Blue-I are Available for use.

Specification: the descriptions of the Services to be provided and Deliverables that are expected to be achieved as an outcome of the Services provided to the Client.

Quotation: a completed quotation describing all the Services to be provided to the Client in the form set out at Schedule 4 to these Terms and Conditions and which in Agreed Form shall be the Specification applicable to a Contract.

[Service Level Agreement]: any document bearing this title agreed between the Client and Blue-I concerning the manner of delivery of the Services or any part of the Services.]

Theatrical Design and Delivery Service: where so specified in the Quotation the Service to be provided by Blue-I together with where agreed the actual delivery of the event that forms the subject of the Specification.

Total Loss: due to the Client’s default or any act of negligence for which the Client is responsible the Equipment is, in Blue-I Group’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.

VAT: value added tax as set by the prevailing Government from time to time.

Venue: the location specified in the Quotation and confirmed in the Quotation as the location for which the Deliverables are to be developed and provided.

2. Interpretation:

In this Contract:

(a) the Schedules and the terms of any Quotation shall form part of the Contract.

(b) A reference to legislation or a legislative provision:

(i) when any legislation is referred to in this Contract the legislation is to apply as subsequently amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(c) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(d) A reference to writing or written includes email.

(e) Definitions provided here shall where the context admits apply to a Letter of Engagement as well as to any subsequent agreement entered into binding upon the parties.

SCHEDULE 2 SOFTWARE LICENCE

1. The Services provided may include the provision for the benefit of the Client of the Software developed by Blue-I.

2. Blue-I grants to the Client a non-exclusive licence for the duration of this Contract for the purpose of enjoying the benefit of the Services. The Client acknowledges that:

(a) use of the Software shall be restricted to use of the Software in object code form;

(b) "use of the Software" means the software being loaded into temporary memory or permanent storage on the relevant item of Equipment the loading process requiring access to the Client’s network which the Client undertakes to provide and ensure is continuously available during periods in which the Services are being provided or following Handover Equipment is within the care, custody and control of the Client;

(c) the Client may not use the Software other than as specified in this Schedule 2 without the prior written consent of Blue-I, and the Client acknowledges that additional fees may be payable on any change of use approved by Blue-I;

(d) the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client;

(e) to the extent that third-party software is incorporated within the Software for the purposes of this licence the use of the Third-Party Software may be subject to the third-party additional terms. Blue-I warrants that it is entitled to sublicence any such third-party software and shall maintain relevant licences in place for the duration of the Contract.

(f) the Client shall indemnify and hold Blue-I harmless against any loss or damage which it may suffer or incur as a result of the Client’s breach of any third-party additional terms that it may be advised of howsoever arising; and

(g) Blue-I may treat the Client’s breach of any term of this Schedule 2 as a breach of this Contract.

3. The Client shall not:

(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;

(b) allow the Software to become the subject of any charge, lien or encumbrance; and

without the prior written consent of Blue-I, such consent not to be unreasonably withheld or delayed.

4. Notwithstanding paragraph 3 a party assigning any or all of its rights under this Contract may disclose to a proposed assignee any information in its possession that relates to this Contract or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 4 shall be made until notice of the identity of the proposed assignee has been given to the other party.

5. The Client shall permit Blue-I to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that Blue-I provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

SCHEDULE 3 PROVISION OF EQUIPMENT

1. EQUIPMENT HIRE

1.1. Where this Schedule applies:

1.1.1. Blue-I agrees to hire the Equipment to the Client for use at the Venue subject to the terms and conditions of the Contract and in particular this Schedule; and

1.1.2. Blue-I shall not, other than in the exercise of its rights under this Schedule or applicable law, or where operation of the equipment remains the responsibility of Blue-I, its agents or subcontractors, interfere with the Client's quiet possession of the Equipment.

2. HIRE PERIOD

2.1. The Hire Period starts on the date of Handover or such date as agreed between the parties and shall continue for the period agreed by the Client and Blue-I in the Quotation ending on the successful re-delivery to Blue-I’s premises or if expressly agreed by Blue-I the collection by Blue-I of the Equipment provided that should the Contract be terminated earlier for any reason to the date of such termination howsoever caused.

2.2. The Client may request the extension of the Hire Period by sending a written request to Blue-I no later than twenty Business Days in advance of the date on which the current Hire Period ends. The Hire Period will only be deemed to have been extended where Blue-I sends the Client its acceptance in writing of the Client’s request.

3. DELIVERY AND INSTALLATION

3.1. If Equipment is hired without any Personnel provided by Blue-I for its operation the Client is liable for physical loss and damage and delay to the Equipment from the time the Equipment leaves the Client’s premises until it is returned to the Blue-I’s premises.

3.2. Equipment will not be left at any delivery address unless the person receiving them acknowledges receipt on behalf of the Client by signing a Delivery Note in respect thereof. It is the Client’s Responsibility to ensure that a representative of the Client is available at the delivery address at the time of delivery to accept and acknowledge receipt of delivery, and the signature on a Delivery Note of the Client or the person accepting delivery of the Company Equipment (who shall be deemed to be the Client’s agent for that purpose) shall be conclusive evidence that the Company Equipment shall have been Received and the Company shall be under no liability to the Client Whatsoever thereafter for any alleged shortage or incorrect items.

3.3. Following any Handover where any replacement Equipment is required for any malfunctioning Equipment and no replacement has been included within the Equipment Inventory the responsibility of Blue-I shall be to Deliver the replacement Equipment to the venue unless Blue-I has agreed to provide any additional services associated with the replacement Equipment supplied.

3.4. Where so specified by Blue-I then Blue-I shall be responsible for all necessary installation and commissioning work of the replacement Equipment in compliance with the Specification. Blue-I shall install the Equipment at the Venue. The Client shall procure that a duly authorised representative of the Client shall be present at the installation and commissioning of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Client has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by Blue-I, the Client's duly authorised representative shall sign a receipt confirming such acceptance.

3.5. To facilitate Delivery (and the performance by Blue-I of any further Services if in accordance with the Specification, the Client shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery (and the performance by Blue-I of any requested Services, to be carried out safely and expeditiously.

3.6. If the Client fails to accept delivery of the Equipment on the Delivery Date, then, except where such failure is caused by Blue-I's failure to comply with its obligations under this Schedule:

3.6.1. the Equipment shall be deemed to have been delivered at 9.00 am on the Delivery Date; and

3.6.2. Blue-I shall store the Equipment until delivery takes place and shall charge the Client for all related costs and expenses (including insurance and the labour costs incurred by Blue-I where Ancillary Services were requested by the Client).

4. TITLE AND RISK

4.1. The Equipment shall at all times remain and be identifiable as the property of Blue-I, and the Client shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this Schedule). The Client shall not remove or obscure any label or other markings designating the Equipment as in the ownership of Blue-I.

4.2. The Client shall examine and check and subject to the appropriate tests all Equipment supplied by Blue-I before utilising the same. Provided any deficiency or defect is notified in writing to Blue-I within 24 hours of the Equipment being delivered or collected (as the case may be) Blue-I will replace or remedy (as appropriate) such deficient Equipment and/or defects without additional charge.

4.3. The Client shall give immediate written notice to Blue-I in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Client's possession or use of the Equipment.

5. CLIENT'S RESPONSIBILITIES

5.1. The Client shall during the Hire Period and so far as the below provisions are relevant any Risk Period thereafter:

5.1.1. ensure that the Equipment is kept and operated in a suitable environment, which shall as a minimum meet the Event Protocol and any other written requirements or instructions provided by Blue-I, and used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any relevant Event Protocol and any other written instructions provided by Blue-I;

5.1.2. take such steps (including compliance with all safety and usage instructions provided by Blue-I and in compliance with all relevant health and safety laws and regulations in place at the time and at the Venue as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

5.1.3. maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Delivery Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;

5.1.4. make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment without the prior written consent of Blue-I unless to comply with any mandatory modifications required by law or any regulatory authority or unless the component (or components) is (or are) replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved or advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in Blue-I immediately on installation;

5.1.5. keep Blue-I fully informed of all material matters relating to the Equipment;

5.1.6. keep the Equipment at all times at the Venue and shall not move or attempt to move any part of the Equipment to any other location without Blue-I’s prior written consent;

5.1.7. permit Blue-I or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter on the Site(s) or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

5.1.8. maintain operating and maintenance records of the Equipment and make copies of such records readily available to Blue-I, together with such additional information as Blue-I may reasonably require;

5.1.9. not, without the prior written consent of Blue-I, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

5.1.10. not without the prior written consent of Blue-I, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land, building or the Equipment and the Client shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify Blue-I against all losses, costs or expenses incurred as a result of such affixation or removal;

5.1.11. not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of Blue-I in the Equipment and, where the Equipment has become affixed to any land or building, the Client must take all necessary steps to ensure that Blue-I may enter such land or building and recover the Equipment both during the Hire Period/ Risk Period and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of Blue-I of any rights such person may have or acquire in the Equipment and a right for Blue-I to enter onto such land or building to remove the Equipment;

5.1.12. not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Client shall notify Blue-I and the Client shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify Blue-I on demand against all losses, costs, charges, damages and expenses reasonably incurred as a result of such confiscation;

5.1.13. deliver up the Equipment at the end of the Hire Period at such address as Blue-I requires, or if necessary allow Blue-I or its representatives access to the Site(s) or any premises where the Equipment is located for the purpose of removing the Equipment; and

5.1.14. not do or permit to be done anything which could invalidate the insurances referred to in clause 4.2.

The Client acknowledges that Blue-I shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Client or its officers, employees, agents and contractors, and the Client shall indemnify Blue-I in full against all liabilities, costs, expenses, damages and losses directly incurred (including all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Blue-I arising out of, or in connection with any failure by the Client to comply with the terms of this Schedule.

6. REPAIR AND REPLACEMENT

6.1. Blue-I shall, at its own expense, at all times during the agreed Hire Period effect any repair or supply such replacement of Equipment as may be necessitated by ordinary wear and tear provided that where requested by Blue-I the Client returns any such Equipment needing attention to Blue-I’s premises, carriage, insurance and handling charges (including, without limitation, charges for the return journey of repaired or replacement equipment) to be paid by the Client and provided further that Blue-I will suspend the payment of the Hire Charge during the period during which the affected Equipment is out of service or until it is replaced (as the case may be) but Blue-I shall in no circumstances be liable to the Client for any loss or damage or expense incurred or sustained in connection with or resulting from the return or repair or replacement of such Equipment.

7. OPTION TO ACQUIRE THE EQUIPMENT

7.1. Where Blue-I so agrees with the Client to sell any Equipment during or after the Hire Period, the Client shall be entitled to obtain the full ownership of such Equipment subject to providing the payment as set by Blue-I and fully complying with clause 12 and with this Schedule 3.

8. ARRANGEMENTS FOR EQUIPMENT COLLECTION OR RE-DELIVERY TO BLUE-I UPON TERMINATION OF THE CONTRACT

8.1. On expiry or termination of the Contract howsoever caused:

8.1.1. Blue-I's consent to the Client's possession of the Equipment shall terminate;

8.1.2. Blue-I may, by its authorised representatives, without notice and at the Client's expense, retake possession of the Equipment and for this purpose may enter the Site(s) or any premises at which the Equipment is located; and

8.1.3. without prejudice to any other rights or remedies of the Client, the Client shall pay to Blue-I on demand:

8.1.3.1. all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 12.5 and

8.1.3.2. any costs and expenses incurred by Blue-I in recovering the Equipment or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs).

8.2. On termination of any agreement for Equipment Hire and/ or for Ancillary Services under this Schedule pursuant to clause 17, any repudiation of the Contract by the Client which is accepted by Blue-I without prejudice to any other rights or remedies of Blue-I, the Client shall pay to Blue-I on demand a sum equal to the whole of the Rental Payments and Blue-I’s labour costs for the provision of the Ancillary Services that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Hire Period, less a discount for accelerated payment at the percentage rate to be agreed between the parties acting reasonably.

8.3. The sums payable pursuant to clause 8.2 shall be agreed compensation for Blue-I's loss.

8.4. Any provision of any agreement for Equipment Hire and/or the provision of Ancillary Services) under this Schedule that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

8.5. Termination or expiry of any agreement for Equipment Hire under this Schedule shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

SCHEDULE 4 QUOTATION

What is included in the Quotation to the extent relevant to the provision of the Services

Design and Delivery of Project.

Equipment Rental.

Event Planning and Delivery.

Venue.

Final budget.

Operating software.

Service change.

Any assumptions relating to the final budget.

Payable charges to Blue-I.

Programme for an interim and a final payment.

Interim approvals.

Resourcing performance of the Services with Equipment with any standby replacement equipment.

terms and conditions

This website uses cookies.