Terms & Conditions

General Terms and Conditions of Business
Site and Stage Ltd (SAS)
The Client’s attention is particularly drawn to the provisions of clause 12.
1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day, means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client, means the person or firm who enters into an arrangement to purchase Services and/or Equipment from SAS as set out in the Quotation.
Client Default has the meaning set out in clause 6.9.
Commencement Date has the meaning set out in clause 3.2.
Conditions, means these terms and conditions as amended from time to time in accordance with clause 16.7.
Contract, means the contract between SAS and the Client for the supply of Equipment and/or Services in accordance with these Conditions.
Contract Term, means the term of the Contract as set out in class 3.4.
Crew, means sub-contractors or employees of SAS supplied as personnel by SAS to provide the Services to the Client, the number of which in respect of a particular event to be stipulated in
the relevant Quotation.
Crew Request Form, means the form created by SAS which lists all of the details of the Services, Equipment and Crew required by the Client and which includes a unique job reference
number.
Data Protection Legislation, means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679),
the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy.
Equipment, means safety equipment, tools or materials (if any) supplied by SAS as part of the Services, as set out in the relevant Quotation.
Event, means the event, managed by the Client, in respect of which the Client requests that SAS provides the Services.
Fees, means the fees payable by the Client to SAS for the provision by SAS to the Client of the Services, based on the relevant Quotation.
Force Majeure Event has the meaning given to it in clause 15.1.
Intellectual Property Rights, means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue
for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information including know-how, 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.
Location, means the location of the Event, as stipulated in the Quotation.
Quotation, means the quotation for the provision of the Services that SAS provides to the Client prior to entry into this Contract.
Services, means the services, including crew services provided, as well as providing any Equipment, supplied by SAS to the Client as set out in the Quotation.
SAS, means Site and Stage Limited registered in England and Wales whose registered address is The Old Casino, 28 Fourth Avenue, Hove, England, BN3 2PJ and company number 09390719.
Purchase Order, means the request provided by the Client to SAS, based on a Quotation, relating to the particular services supplied or arranged to be supplied by SAS to the Client, including
details as to the amount of labour to be provided, fees, locations and timetables or if no purchase order is provided by the Client, the Crew Request Form created by or submitted by SAS to the
Client.
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 not having separate legal personality;
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory
provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the
words preceding those terms; and
1.2.5 a reference to writing or written includes faxes and emails.
2. Booking process
2.1 Following SAS’s receipt of a specification for services from the Client, SAS shall provide the Client with a Quotation for approval by the Client. Where the Client accepts the
Quotation, it shall provide SAS with a Purchase Order. If no Purchase Order is provided, but the Client confirms that they accept the Quotation by other means or methods, SAS shall create a
Crew Request Form.
3. Basis of contract
3.1 The Quotation constitutes an offer by the Client to purchase the Services in accordance with these Conditions.
3.2 The Quotation shall only be deemed to be accepted when the Client issues a Purchase Order (or otherwise a Crew Request Form is generated) at which point and on which date the
Contract shall come into existence (Commencement Date).
3.3 In the event that the Client needs to change the contents of a Purchase Order (including the time at which it requires the Crew to attend the Event under the Purchase Order), it must
inform SAS at least 24 hours before the proposed time at which SAS is required to commence provision of the Services under the Purchase Order. Notwithstanding this clause 2.3, SAS cannot
guarantee that it will be able to accommodate any changes and SAS may require the Client to pay the Fees in respect of the Purchase Order (prior to any changes) in any event.
3.4 Unless terminated earlier in accordance with the termination provisions under this Contract, this Contract shall continue in full force and effect until the latest of:
3.4.1 the completion of the provision of the Services in accordance with the relevant Purchase Order; or
3.4.2 the conclusion of payment of all sums due under the relevant Purchase Order.
3.5 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty
made or given by or on behalf of SAS which is not set out in the Contract.
3.6 Any samples, drawings, descriptive matter or advertising issued by SAS and any descriptions of the Equipment or illustrations or descriptions of the Services contained in SAS’s
website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Equipment described in them. They shall not form part of the Contract or have any
contractual force.
3.7 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course
of dealing.
3.8 Any Quotation given by SAS shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
3.9 All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.
4. Equipment
4.1 The Equipment is described in the Quotation.
4.2 The Client shall indemnify SAS against all liabilities, costs, expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and
all interest, penalties and legal and other reasonable professional costs and expenses suffered or incurred by SAS in connection with any claim made against SAS for actual or alleged
infringement of a third party’s intellectual property rights arising out of or in connection with SAS’s use of the Equipment as requested in the Purchase Order. This clause 4.2 shall survive
termination of the Contract.
4.3 SAS reserves the right to amend the Purchase Order in respect of the Equipment if required by any applicable statutory or regulatory requirements.
5. Delivery of Equipment
5.1 SAS shall deliver the Equipment to the location set out in the Quotation or such other location as the parties may agree.
5.2 Delivery of the Equipment shall be completed on the Equipment(s) arrival at the Event.
5.3 If SAS fails to deliver the Equipment, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement equipment of similar description and quality
in the cheapest market available, less the price of the Equipment. SAS shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by a Force Majeure
Event, the Client’s failure to provide SAS with adequate delivery instructions for the Equipment or any relevant instruction related to the supply of the Equipment.
6. Supply of Services and Equipment
6.1 SAS shall provide the Services to the Client in accordance with the Purchase Order in all material respects.
6.2 SAS warrants that:
6.2.1 if SAS is providing Equipment, SAS shall ensure that the Equipment is of suitable standard for the purposes set out in the Purchase Order; and
6.2.2 its Crew have the necessary skill to provide the Services.
6.3 SAS shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the
nature or quality of the Services, and SAS shall notify the Client in any such event.
6.4 SAS warrants to the Client that the Services will be provided using reasonable care and skill.
6.5 SAS does not warrant that the Services will meet the Client’s individual requirements. SAS is not responsible for any people, equipment, deliverables or services that it is not
expressly stipulated to provide in this Contract. The Client is responsible for any people, equipment, deliverables and services that it needs to obtain from someone other than SAS. Except for
any matter in relation to which SAS specifically agrees in writing to advise or do, SAS shall not be responsible, or have any liability (subject to Clause 12) for advising on, or failing to advise on,
or doing, or failing to do, anything else.
6.6 Unless SAS expressly agrees otherwise, SAS shall not be required to provide the Services at any place other than the Event Location. SAS shall not unreasonably withhold or delay
its agreement to perform the Services at any other place that the Client reasonably requests, although the Client acknowledges that SAS may charge additional fees to reflect its extra costs in
performing the Services at the different location.
6.7 SAS shall use its reasonable endeavours to perform its obligations under this Contract within any timescales set out in this Contract. However, subject to Clause 12, SAS shall not
have any liability for any delays or failures to accurately perform its obligations:
6.7.1 if it has used those endeavours; or
6.7.2 if caused by any failure or delay on the Client’s part or on the part of the Client’s employees, agents or subcontractors or by any breach by the Client of this
Contract or any other agreement.
6.8 If there is any slippage in time, SAS shall use its reasonable endeavours to reschedule delayed tasks to a mutually convenient time. For the avoidance of doubt, time shall not be of
the essence in relation to the performance of SAS’s obligations under this Contract.
6.9 If SAS is delayed or hindered in providing any Services as a result of any act or omission by the Client or failure by the Client to perform any relevant obligation under this Contract,
then (Client Default):
6.9.1 SAS shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely
on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays SAS’s performance of any of its obligations;
6.9.2 SAS shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from SAS’s failure or delay to perform any of its
obligations as set out in this clause 6; and
6.9.3 the Client shall reimburse SAS on written demand for any costs or losses sustained or incurred by SAS arising directly or indirectly from the Client Default; and
6.9.4 notwithstanding the preceding clauses, SAS may charge the Client at its standard rates from time to time for:
(a) any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which SAS had anticipated that its personnel would
provide Services under this Contract but become unable to provide the Services at that time as a result of the Client’s act or omission); and
(b) any time that SAS was going to spend in providing the Services, in addition to the time it actually does spend in providing the Services.
6.10 Except where expressly stated in this Contract, SAS excludes all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to
the fullest extent permitted by law in respect of the Services.
7. Client’s obligations
7.1 The Client shall:
7.1.1 ensure that the terms of the Quotation and Purchase Order and any other instructions provided to SAS for the Services are complete and accurate;
7.1.2 co-operate with SAS in all matters relating to the Services;
7.1.3 prepare the Location for the supply of the Services;
7.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
7.1.5 keep and maintain all materials, Equipment, documents and other property of SAS (collectively, SAS Property) at the Client’s premises or Location in safe custody
at its own risk, maintain SAS Property in good condition until returned to SAS, and not dispose of or use SAS Property other than in accordance with SAS’s written instructions or
authorisation;
7.1.6 provide proper, adequate, safe, comfortable and suitable environmental and operating conditions for SAS and the Crew at the Location;
7.1.7 provide access, at all reasonable times during the Event at the Location, to car parking, adequate space, materials, equipment, hardware, welfare facilities (including
toilets and tea and coffee) and third party facilities (including, in each case, promptly upon SAS’s reasonable request) to enable SAS to perform its obligations and exercise its rights
under this Contract;
7.1.8 inform SAS in writing a reasonable time before the commencement of any Services of any regulations relevant to it and the Crew when working at the Location;
7.1.9 ensure that it fully co-operates with, and makes itself available at all reasonable times for discussions and meetings with SAS and the Crew to enable SAS to
promptly perform its obligations under this Contract;
7.1.10 promptly provide to SAS such information and assistance that will enable SAS to carry out fully, accurately and promptly its obligations under this Contract to the
best of its ability;
7.1.11 promptly comply with all of SAS’s reasonable requests in connection with this Contract; and
7.1.12 comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of its rights and performance of its obligations under this Contract.
7.2 It is the Client’s responsibility to ensure that the Services are sufficient and suitable for its purposes and meet its individual requirements.
7.3 The Client is responsible for ensuring that it provides SAS with the information required to enable SAS to properly provide the Services. SAS shall not be responsible or, subject to
Clause 12, have any liability for any failure to provide the Services to the extent caused by the Client’s failure to properly ensure the provision of the relevant information.
8. Fees and Payment
8.1 The Fees for the Services and Equipment shall be the price set out in the Quotation. The price of the Equipment is inclusive of all costs and charges of insurance and transport of the
Equipment.
8.2 Any Services and/or Equipment required outside the Quotation shall be charged on a time and materials basis:
8.2.1 the charges shall be calculated in accordance with SAS’s standard daily fee rates, as set out in the Quotation;
8.2.2 SAS’s standard daily fee rates for each individual person are calculated on the basis of an 12-hour day from 7.30am to 7.30pm worked on Business Days;
8.2.3 SAS shall be entitled to charge an overtime rate of 20 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by
individuals whom it engages on the Services outside the hours referred to in clause 8.2.2; and
8.2.4 SAS shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom SAS engages in connection with the Services including, but
not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by SAS for the
performance of the Services, and for the cost of any materials.
8.3 SAS reserves the right to:
8.3.1 increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. SAS
will give the Client written notice of any such increase three months before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify SAS in
writing within four weeks of the date of SAS’s notice and SAS shall have the right without limiting its other rights or remedies to terminate the Contract by giving two weeks written
notice to the Client; and
8.3.2 increase the Fees at any time in the event of any change in:
(a) any factor beyond the control of SAS including foreign exchange fluctuations, increases in taxes and duties, and increases in labour;
(b) any other costs relevant to or having effect upon the supply of the Services; or
(c) the Services as initially agreed in the Purchase Order.
8.3.3 increase the price of the Equipment, by giving notice to the Client at any time before delivery, to reflect any increase in the cost of the Equipment to SAS that is due to:
(a) any factor beyond the control of SAS including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other
manufacturing costs;
(b) any request by the Client to change the delivery date/s, quantities or types of Equipment quoted; or
(c) any delay caused by any instructions of the Client in respect of the Equipment or failure of the Client to give SAS adequate or accurate information or
instructions in respect of the Equipment.
8.4 Notwithstanding clause 7.3.1 and clause 7.3.2, SAS shall be entitled to increase its fees by up to 3% of the total Fees in any annual year during the Contract Term.
8.5 Unless otherwise agreed by SAS, the Client shall be required to pay SAS as follows:
8.5.1 75% of the Fees prior to the commencement of the Services; and
8.5.2 25% of the Fees following completion of the Services.
8.6 The Client shall pay each invoice submitted by SAS:
8.6.1 within 14 days of the date of the invoice or other time period as agreed between the parties; and
8.6.2 in full and in cleared funds to a bank account nominated in writing by SAS, and time for payment shall be of the essence of the Contract.
8.7 Payment of the Fees shall be Pound Sterling or such other currency as SAS may stipulate from time to time for the Fees.
8.8 Where any taxable supply for value added tax (VAT) purposes is made under the Contract by SAS to the Client, the Client shall, on receipt of a valid VAT invoice from SAS, pay to
SAS such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.
8.9 If the Client fails to make any payment due to SAS under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per
annum above Barclay’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
The Client shall pay the interest together with the overdue amount.
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8.7 Payment of the Fees shall be Pound Sterling or such other currency as SAS may stipulate from time to time for the Fees.
8.8 Where any taxable supply for value added tax (VAT) purposes is made under the Contract by SAS to the Client, the Client shall, on receipt of a valid VAT invoice from SAS, pay to
SAS such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.
8.9 If the Client fails to make any payment due to SAS under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per
annum above Barclay’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
The Client shall pay the interest together with the overdue amount.
8.10 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. SAS may, without limiting its
other rights or remedies, set off any amount owing to it by the Client against any amount payable by SAS to the Client.
9. Intellectual property rights
9.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by SAS.
9.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Client’s use of any such Intellectual Property Rights is conditional on SAS
obtaining a written licence from the relevant licensor on such terms as will entitle SAS to license such rights to the Client.
10. Data Protection
10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. SAS will collect and process any personal information you provide in accordance with its
Privacy Policy.
11. Confidentiality
A 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 have been
disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business,
its products and services which the receiving party may obtain. The receiving 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 receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the
obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be
disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 10 shall survive termination of the Contract.
12. Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude SAS’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.5 defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
12.2.1 SAS shall under no circumstances whatever be liable to the Client, whether in contract, tort including negligence, breach of statutory duty, or otherwise, for any
loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 SAS’s total liability for damage to property caused by the negligence of its employees or contractors in connection with this agreement shall be limited to 100%
of the amount paid by the Client to SAS in the preceding 12 months prior to the claim being made for any one event or series of connected events; and
12.2.3 SAS’s total liability to the Client in respect of all other loss or damage arising under or in connection with the Contract, whether in contract, tort, including
negligence, breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the amount paid by the Client to SAS in the preceding 12 months prior to the claim being
made.
12.3 SAS shall not be liable to the Client for compensation arising out of or connected with the loss by the Client of:
12.3.1 present or prospective revenue, profits or anticipated sales, whether arising during the term of this agreement or as the result of any decision to terminate this
agreement; or
12.3.2 expenditure, investment or commitments made in connection with this agreement.
12.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest
extent permitted by law, excluded from the Contract.
12.5 The Client shall indemnify SAS, and keep SAS fully indemnified, against any and all direct, indirect or consequential losses, liabilities, demands, claims, proceedings, damages,
costs, charges and expenses suffered by, incurred by, paid by or awarded against, SAS in respect of any direct or indirect breach or negligent performance, or failure or delay in performance, of
this Contract by the Client, including where such action or omission results in a claim by any Crew against SAS.
12.6 Each party shall maintain suitable public and employer’s liability insurance to cover their respective liabilities in respect of any act or omission for which it might become liable to the
other Party.
12.7 This clause 12 shall survive termination of the Contract.
13. Termination
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10
Business Days after receipt of notice in writing to do so;
13.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or
being a company or limited liability partnership is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or being an individual is deemed either
unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or being a partnership has any
partner to whom any of the foregoing apply);
13.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors other than where a company for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other
companies or the solvent reconstruction of that other party);
13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party being a company
other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.1.5 the other party being an individual is the subject of a bankruptcy petition or order;
13.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if
an administrator is appointed over the other party being a company;
13.1.8 the holder of a qualifying charge over the assets of the other party being a company has become entitled to appoint or has appointed an administrative
receiver;
13.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
13.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any
of the events mentioned in clause 13.1.2 to clause 13.1.9 inclusive;
13.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
13.1.12 the other party’s financial position deteriorates to such an extent that in SAS’s opinion the Client’s capability to adequately fulfil its obligations under the
Contract has been placed in jeopardy; or
13.1.13 the other party being an individual dies or, by reason of illness or incapacity whether mental or physical, is incapable of managing his own affairs or becomes
a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, SAS may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due
under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, SAS may suspend the supply of Services or all further deliveries of Equipment under the Contract or any other contract between the
Client and SAS if the Client fails to pay any amount due under this Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 13.1.2 to
clause 13.1.13, or SAS reasonably believes that the Client is about to become subject to any of them.
13.4 In the event that the Client wants to cancel this Contract, the Client shall give at least 72 hours’ notice, prior to planned commencement of the provision of the Services under the
Purchase Order, to SAS of such cancellation. In the event that the Client gives to SAS:
13.4.1 less than 72 hours’ notice but more than 24 notice of such cancellation, the Client shall be required to pay SAS for 50% of the Fees payable under this
Contract; and
13.4.2 12 hours’ notice or less of such cancellation, the Client shall be required to pay to SAS 100% of the Fees payable under this Contract.
13.5 Where any payments have been made by the Client to SAS for the provision of Services and which exceed the amount due to SAS under clause 13.4.1, SAS will refund to the Client
any monies owing.
14. Consequences of Termination
14.1 On termination of the Contract for any reason:
14.1.1 SAS shall cease to provide the Services under this Contract;
14.1.2 the Client shall immediately pay to SAS all of SAS’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, SAS
shall submit an invoice, which shall be payable by the Client immediately on receipt;
14.1.3 the Client shall return all of SAS Property which have not been fully paid for. If the Client fails to do so, then SAS may enter the Client’s premises and take possession of them. Until
they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
14.1.4 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry; and
14.1.5 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15. Force majeure
15.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of SAS including but not limited to strikes, lock-outs or other industrial
disputes whether involving the workforce of SAS or any other party, failure of a 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.
15.2 SAS shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15.3 If the Force Majeure Event prevents SAS from providing any of the Services and/or Equipment for more than 5 days, SAS shall, without limiting its other rights or remedies, have the
right to terminate this Contract immediately by giving written notice to the Client.
15.4 The parties shall inform the other upon becoming aware of a Force Majeure Event, as well as details of the circumstances giving rise to the Force Majeure Event.
16. General
16.1 Assignment and other dealings.
16.1.1 SAS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any
manner any or all of its obligations under the Contract to any third party.
16.1.2 The Client shall not, without the prior written consent of SAS, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or
obligations under the Contract.
16.2 Notices.
16.2.1 Any legal notice or other communication given or made under this Agreement shall be in writing and may be given by either hand delivery, prepaid first class post or
email.
16.2.2 Any such notice which is given in accordance with Clause 16.2.1 above, shall be deemed to have been received with the other party in accordance with the contact
details set out in the Quotation or any other details as shall be provided by the parties in writing from time to time:
(a) at the time of delivery if delivered by hand;
(b) on the second working day following the day of sending the notice by prepaid first class post; or
(c) on despatch in the case of a facsimile transmission or electronic mail, provided that the sender does not receive any indication that the electronic mail
message or facsimile transmission has not been successfully transmitted to the intended recipient.
16.3 Severance.
16.3.1 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 shall not affect the validity and enforceability of the rest of the Contract.
16.3.2 If one party gives notice to the other of the possibility that 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 is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of
the original provision.
16.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or
delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or
any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either
party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in
writing and signed by SAS.
16.8 Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims shall be
governed by and construed in accordance with the law of England.
16.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this
Contract or its subject matter or formation including non-contractual disputes or claims.

Who cares wins...