TERMS & Conditions
On hiring equipment or services from Decadent Times you are bound by these Terms and Conditions as the Client:
1. Retention of Title: All Equipment remains the absolute property of Decadent Times and/or its suppliers 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 agreement). The Client undertakes not to sell, offer to sell, assign, mortgage, charge, pledge or underlet, lend or otherwise deal with the Equipment, nor allow any lien to be created on the Equipment.
2. Application of Client Conditions: Decadent Times shall not be bound by any conditions of business of the Client unless such conditions are expressly accepted by Decadent Times by a statement made in writing, and signed by a Director of Decadent Times. Where there is any variance between the Client’s accepted conditions and this agreement, then this agreement shall prevail.
3. Limit of Liability for Defect or Failure: Decadent Times’s liability in respect of any defect or failure of the Equipment supplied on hire is limited only to making good such defect or failure by repair or replacement of the Equipment at Decadent Times’s option.
4. Insurance to Cover Loss or Damage: the Client assumes complete responsibility for loss, theft, damage or destruction to the Equipment (other than fair wear and tear). The Client shall, at its own expense, obtain and maintain insurance: (i) 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 (ii) for such amounts as a prudent owner or operator of the Equipment would insure for to cover any third party or public liability risks of whatever nature and however rising in connection with Equipment.
5. Hire Charges - Period of Hire and Late or Incomplete Returns: the Fee for the Equipment applies in respect of payment received. In the event of the Equipment not being returned to Decadent Times on time at the end of the hire period, unless by prior arrangement with Decadent Times, then an additional hire charge will continue to be levied daily at the Fee stated above under ‘Payment Terms’ per day until such time as the Equipment is returned complete to Decadent Times’s premises. (In the event of the Equipment being returned incomplete, Decadent Times reserves the right to invoice the Client for the missing item(s) in full and to waive the additional hire charges.)
6. Hire Charges - Lost, Theft or Damaged Equipment: in the event of loss or theft of the Equipment Decadent Times will invoice the Client in full for replacement of the Equipment. In the event of damage to the Equipment, Decadent Times will, at its option, invoice the Client in full for the repairs to, or the replacement of the Equipment.
7. Equipment Identification: On no account may any Decadent Times branding, manufacturer nameplates, or any other identification marks, be removed, covered, or defaced.
8. No variations to this agreement will be valid unless agreed in writing by both parties.
9. Payment: 50% payment must be received no later than 28 days’ prior to the Event by way of a deposit in accordance with the terms of this agreement. Time for payment shall be of the essence of this agreement. Additional hire charges or charges for lost, stolen or damaged Equipment made in accordance with clauses 5 or 6 above shall be payable immediately by the Client on receipt of an invoice. If the Client fails to make any payment due to Decadent Times under this agreement by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’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. The Client shall pay all amounts due under this agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Fee is inclusive of delivery, set-up and removal offsite. This clause 9 shall survive termination of the agreement.
10. The Client acknowledges that the responsibility for the holding and organisation of the Event rests with the Client and Decadent Times shall not be liable under this agreement if the Event does not take place. This agreement is accepted by Decadent Times in all good faith of the Event taking place on the date stated above. If the Event does not take place the Client will be liable to pay the full amount of the Fee if the Event is cancelled or this agreement is terminated less than 14 days’ before the date of the Event. If Decadent Times terminates this agreement then a full refund of the Fee (including deposit) will be made to the Client.
11. The Client shall
a. co-operate with Decadent Times in all matters relating to this agreement;
b. provide Decadent Times, its employees, agents, consultants, and sub-contractors with access to the Venue and other facilities as reasonably required by Decadent Times;
c. provide Decadent Times with such information and materials as Decadent Times may reasonably require in order to supply the Services;
d. allow suitable time for the setup and removal Equipment (usually at least ninety minutes);
e. keep and maintain all materials, Equipment, documents and other property of Decadent Times at the Venue in safe custody at its own risk;
f. ensure that a safe and adequate power supply is available if required through the venue;
g. provide suitable changing facilities if required;
h. provide a safe environment to for the hire Equipment;
i. comply with all applicable legislation and maintain all licences and authorisations necessary to comply with its obligations under this agreement.
12. Decadent Times shall take reasonable steps to ensure that any Equipment provided by Decadent Times that requires connection to a power source is electrically safe and conforms to health and safety legislation.
13. If Decadent Times’s performance of any of its obligations under this agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
a. Decadent Times 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 Decadent Times’s performance of any of its obligations;
b. Decadent Times shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Decadent Times’s failure or delay to perform any of its obligations as set out in this clause 13; and
c. the Client shall reimburse Decadent Times on written demand for any costs or losses sustained or incurred by Decadent Times arising directly or indirectly from the Client Default.
14. Unless agreed otherwise any marketing and promotion of the Event (including but not limited to on social media) shall be the Client’s responsibility and shall carry the Decadent Times branding. The parties shall cooperate with each other in good faith in relation to the marketing and promotion of the Event. The Client shall be responsible for any expenses relating to the marketing and promoting the Event. Decadent Times agrees that the Client may use its trade marks solely for the marketing and promotion of the Event. The Client agrees and will ensure that any goodwill derived from the use of Decadent Times’s trade marks shall accrue to and belong to Decadent Times. The Client shall not at any time after termination of this agreement adopt or use in relation to its business generally Decadent Times’s trade marks or any trade mark which Decadent Times reasonably considers to be confusingly similar to its trade marks. This clause 14 shall survive termination of the agreement.
15. At the request of the Client Decadent Times can provide a full marketing and promotion service (Marketing Services) for the Event ancillary to the provision of the Equipment under this agreement. In the event that Marketing Services are requested by the Client the parties shall agree the extent of the Marketing Services and the additional Fee and payment terms for the Marketing Services in writing (which shall include email) prior to any such additional work being undertaken. In addition the Client shall be responsible for any expenses relating to the Marketing Services (to be agreed in advance of any such expenses being incurred). Any agreement to provide Marketing Services will be a valid variation to this agreement and the Marketing Services shall be provided in accordance with the terms of this agreement.
16. Both parties shall at all times conduct their business in a manner that will reflect favourably on the other party’s good name and reputation and shall not do anything that will harm the other party’s reputation.
17. Intellectual Property Rights: for the purposes of this agreement Intellectual Property Rights shall mean 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. All Intellectual Property Rights in or arising out of or in connection with the Services provided under this agreement by Decadent Times shall be owned by Decadent Times. The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on Decadent Times obtaining a licence from the relevant licensor on such terms as will entitle Decadent Times to license such rights to the Client. All materials and deliverables provided in connection with this agreement are the exclusive property of Decadent Times and are provided solely for use in connection with this agreement. This clause 17 shall survive termination of the agreement.
18. 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, pricing 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 this agreement, 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 this agreement. 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 18 shall survive termination of the agreement.
19. Limitation of Liability: nothing in this agreement shall limit or exclude Decadent Times’s liability for (i) death or personal injury caused by its negligence (ii) fraud or fraudulent misrepresentation. Decadent Times 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 this agreement and Decadent Times’s total liability to the Client in respect of all other losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Fee paid by the Client under this agreement. 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 this agreement. This clause 19 shall survive termination of the agreement.
20. Force Majeure: for the purposes of this agreement, Force Majeure Event means an event beyond the reasonable control of Decadent Times, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Decadent Times or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, theft of equipment, 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. Decadent Times shall not be liable to the Client as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.
21. Termination: this agreement shall commence on the date stated at the beginning and shall remain in force until the Event has completed or all payments due to Decadent Times have been paid in full, whichever is later, unless terminated in accordance with this clause. Without affecting any other right or remedy available to it, Decadent Times may terminate this agreement with immediate effect by giving written notice to the Client if:
a. the Client fails to pay any amount due under this agreement on the due date for payment;
b. the Client commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
c. the Client repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
d. the Client is unable to pay its debts or becomes insolvent, or is subject to an order or resolution for its liquidation, or has an administrative or other receiver, manager, trustee, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors, or is subject to any analogous event or proceeding in any applicable jurisdiction.
22. Consequences of Termination: the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of this agreement, which existed at or before the date of termination or expiry. Any materials or documents provided by Decadent Times in connection with this agreement shall be returned or destroyed (at Decadent Times’s option) immediately on termination of this agreement for any reason. Upon termination of this agreement, however caused, Decadent Times’s consent to the Client’s possession of the Equipment shall terminate and Decadent Times may, or 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 or any premises at which the Equipment is located. Clauses which expressly or by implication survive termination shall continue in full force and effect.
23. Entire Agreement: this agreement 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 Decadent Times, which is not set out in this agreement.
24. Assignment: Decadent Times may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under this agreement and may subcontract or delegate in any manner any or all of its obligations under this agreement to any third party or agent. The Client shall not, without the prior written consent of Decadent Times, assign, transfer, subcontract or deal in any other manner with any or all of its rights or obligations under this agreement.
25. Severance: if any provision or part-provision of this agreement 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 this agreement. If any provision or part-provision of this agreement 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.
26. Waiver: a waiver of any right under this agreement 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 provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it 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.
27. No partnership or agency: Nothing in these terms and conditions are intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
28. Third parties: a person who is not a party to this agreement shall not have any rights to enforce its terms.
29. Governing Law and Jurisdiction: 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 laws of England and Wales. 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 agreement or its subject matter or formation (including non-contractual disputes or claims).