Terms and Conditions

GENERAL TERMS & CONDITIONS (hereafter referred to as ‘GTC’)

1. Scope and Validity

1.1. These GTC govern the supply of hardware and software (“Products”) and the provision of professional services (“Professional Services”) herafter together referred to as (“the Services”) by Event Electronics Ltd to its customers (each a “Customer”), together for the purpose of these GTC with Event Electronics Ltd (“the “Parties”).

1.2. Event Electronics Ltd from time to time operates under other trading names which shall be defined and communicated as “Event Electronics Ltd trading as ‘trading name’”. For the purposes of this agreement, any trading name of Event Electronics Ltd clearly identified as “Event Electronics Ltd trading as ‘trading name’” shall mean Event Electronics Ltd.

2. Background

2.1. The Customer is of the opinion that Event Electronics Ltd has the necessary qualifications, experience and abilities to provide the Services to the Customer.

2.2. Event Electronics Ltd is agreeable to providing such Services to the Customer on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and Event Electronics Ltd (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

3. Offers and Orders

3.1. Event Electronics Ltd shall provide the Customer with a schedule of Products and  Services (“the Services”) as laid down in the form of an offer or quotation formally supplied by Event Electronics Ltd.

3.2. Unless otherwise agreed upon, all prices are quoted strictly net and excluding value added tax (or other equivalent sales tax) at the prevailing rate, sale, withholding or other applicable tax, packaging, insurance, shipping, customs, handling, import and/or export duties and any other amounts payable in connection with the importation and delivery of the Products and/or supply of the Services (as applicable), which shall be payable and shall be paid by the Customer.

3.3. An individual order between Event Electronics Ltd and the Customer is deemed to be accepted only once Event Electronics Ltd has expressly confirmed the Customer’s order in writing forming a (“Confirmed Order”) 

3.4. Event Electronics Ltd may accept or decline a Customer’s order entirely at its absolute discretion.

3.5. Except as otherwise explicitly stated, all offers by Event Electronics Ltd. are non-binding

4. Services Provided

4.1. The Customer hereby agrees to engage Event Electronics Ltd to provide the Customer with the Services as laid down in any offer or quotation as formally supplied by Event Electronics Ltd.

4.2. The Services will also include any other tasks which the Parties may agree on. Event Electronics Ltd hereby agrees to provide such Services to the Customer.

5. Term of Agreement

5.1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

5.2. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 7 days' written notice to the other Party.

6. Currency

6.1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP (Pounds Sterling).

7. Performance

7.1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

8. Payment

8.1. Event Electronics Ltd will charge the Customer the price quoted in the initial quotation for the Services (the "Payment").

8.2. Event Electronics Ltd. retains ownership of the Products delivered until Customer has paid the full purchase price (in cash or cleared funds).

8.3. Where Services have been agreed to be delivered to an agreed schedule or a payment schedule has been agreed as part of the original offer and hence forms part of this agreement, the services will be deemed complete according to the agreed schedule.

8.4. Event Electronics Ltd will invoice the Customer when the Services are complete.

8.5. Invoices submitted by Event Electronics Ltd to the Customer are due within 30 days of receipt.

8.6. In the event that this Agreement is terminated by the Customer prior to completion of the Services but where the Services have been partially performed, Event Electronics Ltd will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of Event Electronics Ltd.

8.7. In the event that this Agreement is terminated by the Customer prior to completion of the Services but where the Services include items that cannot be sub-divided pro rata, Event Electronics Ltd will be entitled to full payment of the Payment  related to such non-divisible items delivered to the date of termination provided that there has been no breach of contract on the part of Event Electronics Ltd.

8.8. Event Electronics Ltd will be solely responsible for the payment of all remuneration and benefits due to the employees of Event Electronics Ltd, including any National Insurance, income tax and any other form of taxation or social security costs.

9. Reimbursement of Expenses

9.1. Event Electronics Ltd will be reimbursed from time to time for reasonable and necessary expenses incurred by Event Electronics Ltd in connection with providing the Services.

9.2. All expenses must be pre-approved by the Customer.

10. Interest on Late Payments

10.1. Interest payable on any overdue amounts under this Agreement is charged at a rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

11. Confidentiality

11.1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer including, but not limited to, accounting records, business processes, and Customer records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer.

11.2. Event Electronics Ltd agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Event Electronics Ltd has obtained, except as authorised by the Customer or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.

11.3. All written and oral information and material disclosed or provided by the Customer to Event Electronics Ltd under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Event Electronics Ltd.

12. Ownership of Intellectual Property

12.1. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of Event Electronics Ltd. The Customer is granted a non-exclusive, revocable, temporary, royalty bearing, limited-use licence of this Intellectual Property.

12.2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Event Electronics Ltd.

13. Return of Property

13.1. Upon the expiry or termination of this Agreement, Event Electronics Ltd will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer.

13.2. In the event that this Agreement is terminated by the Customer prior to completion of the Services Event Electronics Ltd will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of Event Electronics Ltd or, where agreed between the Parties, to compensation in lieu of recovery.

14. Capacity/Independent Contractor

14.1. In providing the Services under this Agreement it is expressly agreed that Event Electronics Ltd is acting as an independent contractor and not as an employee. Event Electronics Ltd and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

15. Right of Substitution

15.1. Except as otherwise provided in this Agreement, Event Electronics Ltd may, at Event Electronics Ltd's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of Event Electronics Ltd under this Agreement and the Customer will not hire or engage any third parties to assist with the provision of the Services.

15.2. In the event that Event Electronics Ltd hires a sub-contractor:

15.3. Event Electronics Ltd will pay the sub-contractor for its services and the Payment will remain payable by the Customer to Event Electronics Ltd.

15.4. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Event Electronics Ltd.

16. Autonomy

16.1. Except as otherwise provided in this Agreement, Event Electronics Ltd will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Event Electronics Ltd will work autonomously and not at the direction of the Customer. However, Event Electronics Ltd will be responsive to the reasonable needs and concerns of the Customer.

17. Equipment

17.1. Except as otherwise provided in this Agreement, Event Electronics Ltd will provide at Event Electronics Ltd’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

18. No Exclusivity

18.1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

19. Notice

19.1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the address agreed within the Confirmed Order, or to such other address as either Party may from time to time notify the other but shall remain at all times at the absolute discretion of Event Electronics Ltd.

20. Indemnification

20.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

21. Modification of Agreement

21.1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

22. Time of the Essence

22.1. Any such timelines stipulated are an approximation only, and under no circumstances shall the time of delivery or supply (as the case may be) be of the essence 

23. Assignment

23.1. Event Electronics Ltd will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.

24. Entire Agreement

24.1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

25. Headings

25.1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

26. Gender

26.1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

27. Governing Law

27.1. This Agreement will be governed by and construed in accordance with the laws of England & Wales.

28. Severability

28.1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.