Terms and Conditions

1. INTERPRETATION1.1 Definitions. In these Conditions, the following definitions apply: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Londonare open for business.Cancellation Charges: the Charges charged by the Studio and payable by the Client on asliding scale as set out in clause 12 of these Conditions for any Contract cancelled less than96 hours prior to the commencement of the Hire Period.Charges: the charges payable by the Client for the hire of the Studio in accordance withclause 4 and as set out in the Order or otherwise agreed between the parties in writing(including pursuant to clause 3.1).Client: the person or firm who hires the Studio from the Studio Owner.Commencement Date: has the meaning set out in clause 2.2.Consumables: includes gels, sprays, and/or cleaning kits, gaffer tape and such other items foruse in connection with the Studio hire.Conditions: these terms and conditions as amended from time to time in accordance withclause 17.7.Contract: the contract between the Studio and the Client for the hire of the Studio inaccordance with these Conditions.Equipment: The Studio’s equipment set out in the Order which may be used by the Client aspart of the hire of the Studio during the Hire Period.Estimate: an estimate provided by the Studio to the Client which shall set out the proposedcost, and specific subject matter, of the Contract including, but not limited to, the hire of theStudio and any Equipment, the Hire Period, any Consumables, and the estimated Chargesfor the same.Hire Period: the period of hire of the Studio as set out in the Order.Order: the Client's order for the hire of the Studio and (if any) Equipment, and purchase ofConsumables, as set out in either (i) the Client's purchase order form or; (ii) the Client’sacceptance of the Studio’s Estimate, as applicable.Studio: the studio(s) to be hired to the Client for the Hire Period as set out in the Order.1.2 Construction. In these Conditions, the following rules apply:1.2.1 a person includes a natural person, corporate or unincorporated body (whether or nothaving separate legal personality);1.2.2 a reference to a party includes its successors or permitted assigns;1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutoryprovision as amended or re-enacted. A reference to a statute or statutory provision includesany subordinate legislation made under that statute or statutory provision, as amended or reenacted;1.2.4 any phrase introduced by the terms including, include, in particular or any similarexpression, shall be construed as illustrative and shall not limit the sense of the wordspreceding those terms; and1.2.5 a reference to writing or written includes faxes and e-mails.2. BASIS OF CONTRACT2.1 The Order constitutes an offer by the Client in accordance with these Conditions.2.2 The Order shall only be deemed to be accepted when the Studio issues writtenacceptance of the Order at which point and on which date the Contract shall come intoexistence (Commencement Date).2.3 The Contract constitutes the entire agreement between the parties. The Clientacknowledges that it has not relied on any statement, promise, representation, assurance orwarranty made or given by or on behalf of the Studio which is not set out in the Contract.2.4 Any samples, drawings, descriptive matter or advertising on the Studio’s website, and anydescriptions or illustrations contained in the Studio’s catalogues or brochures, are issued orpublished for the sole purpose of giving an approximate idea of the Studio described in them.They shall not form part of the Contract or have any contractual force.2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Clientseeks to impose or incorporate, or which are implied by trade, custom, practice or course ofdealing.2.6 Any Estimate given by the Studio shall not constitute an offer, and shall instead bedeemed to be an invitation to treat by the Studio to provide the subject matter of the Estimateon and subject to these Conditions and is only valid for a period of 20 Business Days from itsdate of issue.3. STUDIO HIRE3.1 The Studio shall be available from 09:00 to 18:00 on a Business Day unless otherwiseagreed in advance with the Studio in writing, such use to be subject to such additionalcharges at the Studio’s overtime rate in force from time to time (and available on request).3.2 The Studio accepts no responsibility for any loss or damage occasioned to the Client’sproperty or that used by the Client during the Hire Period. It is the Client’s responsibility tokeep the Studio secure during the Hire Period.3.3 The Client is responsible for any loss or damage occasioned to the Studio, the Equipmentor any other property used by the Client during the Hire Period and shall, at its own expenseobtain and maintain during the Hire Period appropriate insurance cover including against theftor accident, personal injury and any third party or public liability risks or loss of whatevernature and however arising in connection with the use of the Studio and the Equipment andsuch other cover as may be required by law or as the Studio may from time to time considerreasonably necessary and advise to the Client.3.4 It is the Client’s responsibility to leave the Studio clear and in the same condition as at theoutset of the hire. Any loss or costs incurred by the Studio as a result of the Client’s failure todo so will be charged to the Client. Until the Studio is cleared and returned to its originalcondition, it shall be deemed as on hire and the Client will be charged for this time.3.5 All equipment and property of the Client and any rubbish must be removed by the end ofthe Hire Period. Any items left in the Studio without specific arrangement with the Studio maybe disposed of by the Studio at its discretion and the Client will be charged for its disposal.3.6 Any request for the painting of the Studio must be made and agreed by the Studio prior tothe commencement of the Hire Period. Whilst the Studio is not always freshly painted beforeeach hire, it will be cleaned prior to commencement and in a suitable hireable condition. It isthe Client’s responsibility to ensure the Studio is the appropriate colour for their requirements.The default colours of all coves and flats are white.3.7 Any marks, spillages or damage caused by the Client to the Studio during the Hire Periodshall be remedied by the Client before the end of the Hire Period, failing which the Studioreserves the right to charge for the cost of any repair/remedial work including, if necessary, afull repaint of the Studio.4. CONSUMABLES4.1 The Studio may make available to the Client certain Consumables for use in connectionwith the hire of the Studio and any Equipment.4.2 It is acknowledged that neither party shall be capable of forecasting the quantity ofConsumables required and accordingly the Studio shall include a notional cost for a definedset of Consumables in the Estimate.4.3 The Studio shall reconcile any variance in actual usage of Consumables against thenotional cost of the Consumables as set out in the Estimate for the purpose of ascertainingthe Charges and raising the invoice pursuant to clause 5.5. TERMS OF PAYMENT5.1 The Charges are excluding VAT and any other applicable taxes and duties or similarcharges which shall be payable by the Client at the rate and in the manner from time to timeprescribed by law.5.2 Every booking has to be paid in full in advance.5.3 The Client shall pay each invoice submitted by the Studio.5.3.1 immediately upon receipt or, solely with the prior written agreement of the Studio, withinthe date of the invoice term; and in full and in cleared funds to a bank account nominated inwriting by the Studio, and time for payment shall be of the essence of the Contract.5.4 Late payment of any invoice will nullify any discount agreed.5.5 If the Client fails to make any payment due to the Studio under the Contract by the duedate for payment, then the Client shall pay interest on the overdue amount at the rate of 10%.Such interest shall accrue on a 30 day basis from the due date until actual payment of theoverdue amount, whether before or after judgment, increasing an additional 10% each 30days passed. The Client shall pay the interest together with the overdue amount.5.6 The Client shall pay all amounts due under the Contract in full without any set-off,counterclaim, deduction or withholding (except for any deduction or withholding required bylaw). The Studio may at any time, without limiting its other rights or remedies, set off anyamount owing to it by the Client against any amount payable by the Studio to the Client.6. COMMUNAL AREAS, CHANGING, MAKE-UP SPACE & BATHROOMS6.1 The Client shall be entitled during the Hire Period to use the changing areas, make-upspaces, bathrooms and other communal areas. The Client shall ensure that such areas areused respectfully and left clean and tidy after use. The Client will be liable and charged for thecosts of cleaning, replacing or repairing any damage resulting from any misuse, damage orneglect of these areas.7. HIRE OF EQUIPMENTThe Client is responsible for the proper use and care of the Equipment and shall take suchsteps (including compliance with all safety and usage instructions provided by the Studio) asmay be necessary to ensure, so far as is reasonably practicable, that the Equipment is at alltimes safe and without risk to health when it is being set, used, or cleaned by any personnelof the Client. Any loss or damage to the Equipment during the Hire Period is the Client’sresponsibility and where appropriate, will be charged to the Client at replacement cost.7.2 The Client shall during the Hire Period:7.2.1 make no alteration to the Equipment and shall not remove any existing component(s)from the Equipment without the prior written consent of the Studio and7.2.2 keep the Equipment at all times at the Studio and shall not move or attempt to moveany part of the Equipment to any other location without the Studio’s prior written consent.7.3 It is a condition of the hire of the Studio and the Equipment that the Client will only permitcompetent and authorised personnel of the Client to use the Equipment in accordance withany operating standards. The Client shall notify the Studio of any specialist or additionalequipment required and the hire of any such specialist or additional equipment shall beorganised by and booked through the the Studio unless agreed in writing between bothparties. The Client shall ensure such specialist or additional equipment shall be used bysuitably competent and, where relevant, duly authorised personnel of the Client. The Clientshall provide evidence of authorisation of its staff to the Studio’s applicable Studio Manageron the prescribed form available at the Studio. It is the Client’s responsibility to check with theStudio to ensure that any specialist or additional equipment required by the Client (in additionto the standard equipment supplied with any Studio) is available for the Hire Period and theStudio accepts no responsibility for any equipment that is unavailable.7.4 The Equipment, including any hired-in Studio lighting or other equipment must bereturned by the Client in the same condition to that at the commencement of the Hire Period,i.e. cables re-wrapped, lights taken off stands, lighting kits re-boxed as supplied, and so on.The Studio reserves the right to charge for labour and time if items of Equipment are not repacked at the end of the Hire Period.8. PARKING8.1 Client vehicles parked whilst at the Studio’s premises are done so at the user’s own riskand the Studio accepts no responsibility for theft, damage or any other loss occasioned tovehicles parked.8.2 The Client is allowed:8.2.1 At our Cre8 Studio, 80 Eastway, London, E9 5JH location, one free parking space perstudio rented. Each additional space required, a £10 fee will apply.8.2.2 At our The Heath² Studio, Iron Works, Forge building, 58 Dace Road, London, E3 2NXlocation, two free parking spaces. No additional spaces are available.9. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLYDRAWN TO THIS CLAUSE9.1 Nothing in these Conditions shall limit or exclude the Studio’s liability for:9.1.1 death or personal injury caused by its negligence (as defined in section 1 of the UnfairContract Terms Act 1977), or the negligence of its employees, agents or subcontractors;9.1.2 fraud or fraudulent misrepresentation; or9.1.3 any breach of the terms implied by section 12 of the Sales of Goods Act 1979 or section2 of the Supply of Goods and Services Act 1982 (title and quiet possession).9.2 Subject to clause 9.1:9.2.1 The Studio shall under no circumstances whatever be liable to the Client, whether incontract, tort (including negligence), breach of statutory duty, or otherwise, for any loss ofprofit, loss of anticipated savings; loss of business opportunity; loss of goodwill, loss orcorruption of data, losses, damages and/or expenses suffered or incurred in connection withor arising out of any reputational damage, or any indirect or consequential loss arising underor in connection with the Contract; and9.2.2 The Studio’s total liability to the Client in respect of all other losses arising under or inconnection with the Contract, whether in contract, tort (including negligence), breach ofstatutory duty, or otherwise, shall in no circumstances exceed the greater of the amount of theCharges for the Hire Period.9.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, tothe fullest extent permitted by law, excluded from the Contract.9.4 This clause 9 shall survive termination of the Contract.10. CONFIDENTIALITYA party (receiving party) shall keep in strict confidence all technical or commercial know-how,specifications, inventions, processes or initiatives which are of a confidential nature and havebeen disclosed to the receiving party by the other party (disclosing party), its employees,agents or subcontractors, and any other confidential information concerning the disclosingparty's business, its products and services which the receiving party may obtain. Thereceiving party shall only disclose such confidential information to those of its employees,agents and subcontractors who need to know it for the purpose of discharging the receivingparty's obligations under the Contract, and shall ensure that such employees, agents andsubcontractors comply with the obligations set out in this clause as though they were a partyto the Contract. The receiving party may also disclose such of the disclosing party'sconfidential information as is required to be disclosed by law, any governmental or regulatoryauthority or by a court of competent jurisdiction. This clause 10 shall survive termination ofthe Contract.11. TERMINATION11.1 Without limiting its other rights or remedies, the Studio may terminate the Contract withimmediate effect by giving written notice to the Client if:11.1.1 the Client commits a material breach of any term of the Contract and (if such a breachis remediable) fails to remedy that breach within seven (7) days of the Client being notified inwriting to do so;11.1.2 The Studio becomes aware of any alteration in the Client's financial situation which, inthe reasonable opinion of the Studio, might lead to the Client being unable to meet itsfinancial obligations to the Studio, including but not limited to the payment of any Charges;and11.1.3 the Client fails to pay any amount due under this Contract on the due date for paymentand fails to pay all outstanding amounts within seven days after being notified in writing to doso.11.2 On termination of the Contract for any reason:11.2.1 the Client shall immediately vacate the Studio and shall return all Equipment andcomply with the provisions of clause 7.4;11.2.2 the Client shall pay to the Supplier all of the Supplier's outstanding unpaid invoices andinterest and, in respect of any amount of the Charges for which no invoice has beensubmitted, the Supplier may submit an invoice, which shall be payable by the Customerimmediately on receipt;11.2.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry ortermination shall be unaffected, including the right to claim damages in respect of any breachof the Contract which existed at or before the date of termination or expiry;11.2.4 the Client is responsible for the full amount of the Charges, any ancillary costs incurredby the Studio on behalf of the Client and the Cancellation Charges; and11.2.5 clauses which expressly or by implication survive termination shall continue in full forceand effect.12. CANCELLATION CHARGES12.1 In the event that the Client gives notice to cancel any Order, the Studio may invoice for,and the Client shall be liable to pay immediately upon receipt, charges as follows: 12.1.1 if theStudio receives less than 24 hours’ notice of cancellation before the start of the Hire Period,the charge shall be 100% of the total Charges;12.1.2 if the Studio receives between 24 and 48 hours’ notice of cancellation before the startof the Hire Period, the charge shall be 70% of the total Charges;12.1.3 if the Studio receives between 48 and 72 hours’ notice of cancellation before the startof the Hire Period, the charge shall be 50% of the total Charges;12.1.4 if the Studio receives between 72 and 96 hours’ notice of cancellation before the startof the Hire Period, the charge shall be 30% of the total Charges,(the “Cancellation Charges”).12.2 The hours of notice shall be calculated based on a working week, (excluding weekendsand bank holidays).13. ADDITIONAL CHARGES13.1 The Studio reserves the right to charge the Client for additional items used or bookedwhich are agreed by the Studio and which are not included in the Charges.13.2 The use of any specialist lighting as requested by the Client and agreed to and sourcedand provided by the Studio under “lighting and equipment hire” section of the Order will becharged to the Client even if not used.14. INTELLECTUAL PROPERTY14.1 The Client represents and warrants that no intellectual property rights (including withoutlimitation copyright, trade-marks, patents and moral rights) or any other proprietary rights ofany third party now existing or hereafter created will be infringed by virtue of:14.1.1 the Client’s use of the Studio.14.1.2 any services carried out by the Studio’s personnel at the Client’s request, or14.1.3 the loading, storage, management, transmitting, archiving, re-touching or manipulationof the Client’s images and other data by the Studio.14.2 The Client shall indemnify and hold harmless the Studio and any personnel against allclaims or actions by and/or loss or damage to any other person, firm, company and/or allclaims or actions, loss or damage to any property directly or indirectly by virtue of or related toany breach of the warranties in clause 14.1 (and its sub-clauses) or in event of any claim(whether or not proceedings are issued) by any party against the Studio or its employees,suppliers, sub-contractors or agents, that any third party intellectual property rights (includingwithout limitation moral rights) has been infringed by virtue of anything done by, or on behalfof or at the request of the Client and such indemnity shall continue in force in relation to thesubject matter of the Contract notwithstanding that the parties remaining obligations under theContract shall have been discharged or otherwise terminated.15. HEALTH & SAFETY15.1 Subject to clause 9.1 Clients use the Studio and facilities entirely at their own risk.15.2 The Client expressly acknowledges and agrees that the Studio is a workplace, and assuch there will be items that could be dangerous if misused, handled or interfered with. Whilstthe Studio will use its reasonable endeavours to ensure a safe environment within the Studio,it is the Client’s responsibility to ensure that they have read the Studio’s Health and Safetypolicy and Information Manual as amended from time to time (available upon request) beforethe start of the Hire Period.15.3 Subject to clause 9.1, the Studio shall not be responsible for accidents occurring on theStudio’s premises that are not reported to the Studio at the time they took place.16. FORCE MAJEURE16.1 For the purposes of this Contract, Force Majeure Event means an event beyond thereasonable control of the Studio including but not limited to strikes, lock-outs or otherindustrial disputes (whether involving the workforce of the Studio or any other party), failure ofa utility service or transport network, act of God, war, riot, civil commotion, malicious damage,compliance with any law or governmental order, rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.16.2 The Studio shall not be liable to the Client as a result of any delay or failure to performits obligations under this Contract as a result of a Force Majeure Event.16.3 If the Force Majeure Event prevents the Studio from providing the Studio for more than 2weeks, the Studio shall, without limiting its other rights or remedies, have the right toterminate this Contract immediately by giving written notice to the Client.17. GENERAL17.1 Assignment and other dealings. The Studio may at any time assign, transfer, subcontractor deal in any other manner with all or any of its rights under the Contract and maysubcontract or delegate in any manner any or all of its obligations under the Contract to anythird party or agent. The Client shall not, without the prior written consent of the Studioassign, transfer, subcontract, or deal in any other manner with any or all of its rights orobligations under the Contract.17.2 Notices. Any notice or communication given to a party in connection with the Contractshall be in writing, addressed to that party at its registered office or its principal place ofbusiness or such other address as that party may have specified to the other party, and shallbe delivered personally, sent by pre-paid first class post or other next working day deliveryservice, commercial courier, fax or e-mail. A notice or communication shall be deemed tohave been received: if delivered personally, when left at the relevant address; if sent by prepaid first class post or other next working day delivery service, at 09.00 on the secondBusiness Day after posting; if delivered by commercial courier, on the date and at the timethat the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day aftertransmission. The provisions of this clause shall not apply to the service of any proceedingsor other documents in any legal action.17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegalor unenforceable, it shall be deemed modified to the minimum extent necessary to make itvalid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of theContract. If any provision or part-provision of this Contract is invalid, illegal or unenforceable,the parties shall negotiate in good faith to amend such provision so that, as amended, it islegal, valid and enforceable, and, to the greatest extent possible, achieves the intendedcommercial result of the original provision.17.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writingand shall not be deemed to be a waiver of any subsequent breach or default. No failure ordelay by a party in exercising any right or remedy provided under the Contract or by law shallconstitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its furtherexercise of that or any other right or remedy. No single or partial exercise of such right orremedy shall prevent or restrict the further exercise of that or any other right or remedy.17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to,establish any partnership or joint venture between the parties, nor constitute either party theagent of the other for any purpose. Neither party shall have authority to act as agent for, or tobind, the other party in any way.17.6 Third parties. A person who is not a party to the Contract shall not have any rights toenforce its terms.17.7 Variation. Except as set out in these Conditions, no variation of the Contract, includingthe introduction of any additional terms and conditions, shall be effective unless it is agreed inwriting and signed by the Studio.17.8 Governing law and jurisdiction. This Contract, and any dispute or claim arising out of orin connection with it or its subject matter or formation (including non-contractual disputes orclaims), shall be governed by, and construed in accordance with, the law of England andWales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.18. CLIENTS INFORMATIONS18.1 Clients must provide a copy of ID and a proof of address on top of signing of thisform in order to confirm the booking.18.2 Payment paid upfront and in full, along with the above informations given willsecure the booking