1 DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions the following definitions apply:
the written acknowledgment of order sent by prophire to the Customer;
any additional services required by the Customer including but not limited
to marquees, lighting, sound, caterers, performers and/or contractors.
has the meaning given to it in clause 4.2;
the date specified in the Acknowledgement for the commencement of the
provision of the Services by prophire;
the confidential information referred to in clause 10;
the Customer’s offer to Hire or purchase Installation Services,
subject to these terms and conditions and prophire’ acceptance
of that order as evidenced by the Acknowledgement;
the period starting when the Props are dispatched to the Customer by
prophire and ending when they are returned to prophire’
premises by the Customer;
the hire of the Props to the Customer by prophire as set out in
the provision of services to the Customer by prophire including
but not limited to the installation of Props at the Venue and the provision
of any Additional Services as set out in the Acknowledgement;
the venue at which prophire will provide the Installation Services
and/ or the venue at which the Props will be used by the Customer, as
such venue is specified in the Acknowledgement;
the price payable by the Customer for the Services as set out in the
any and all materials developed, created or supplied by prophire
or its employees and provided in relation to the Services;
the date on or before which the Customer is required to return the Props
supplied under Hire as specified in the Acknowledgement;
the Hire and/ or Installation Services and/ or Additional Services;
these Terms and Conditions.
any day which is not a [Saturday, a Sunday or a bank or public holiday
2 THE CONTRACT
2.1 The Acknowledgement forms part of the Contract and shall have effect
as if set out in full in the body of these Terms.
2.2 These Terms and the Acknowledgement contain the only terms and conditions
which shall apply to the provision of the Services by prophire
to the Customer to the entire exclusion of all other terms and conditions.
2.3 Any prices shown on prophire’ website or literature and
any quotations provided by prophire do not constitute a legally
binding offer by prophire. 2.4 The Contract shall come into force
when prophire sends an Acknowledgement to the Customer subject
to the Customer obtaining necessary Approvals as provided in clause
3 PERFORMANCE BY prophire 3.1 The Customer agrees that the supply
of the Services will be subject to prophire’ reasonable artistic
licence and interpretation.
3.2 The provision of Props and Installation Services is subject to availability
and prophire reserves the right to provide reasonable alternative
Props and/or Services in the case of unavailability of the Props and/or
Services specified in the Acknowledgement.
3.3 The Customer agrees that prophire may, without liability, omit,
change or move any element of the Services as prophire reasonably
considers necessary on the grounds of health and safety.
3.4 If prophire has agreed to deliver and collect the Props under
Hire, delivery and collection shall take place at a ground floor loading
bay of the Venue (subject to clause 4.4) by one delivery person unless
otherwise agreed by prophire in advance.
3.5 If the Customer is not present when the Props or Installation Services
are collected or delivered, prophire’ delivery or collection
note (as relevant) will be conclusive evidence of the amount of Props
collected or delivered and the quality or state of such Props.
4 OBLIGATIONS AND ACKNOWLEDGEMENTS OF THE CUSTOMER
4.1 The Customer shall ensure that the Venue is suitable for the Services
including but not limited to the size of the Venue, and the technical
facilities available to accommodate provision of the Services by prophire.
4.2 The Customer shall ensure that any approvals, permission or consents,
that may be required in relation to the performance of the Contract
(“Approvals”), shall be acquired before the Commencement
Date and evidence of such provided to prophire on request.
4.3 If the Customer is arranging collection of the Props from prophire’ premises, the Customer shall ensure that suitable transport
is provided for the collection of such Props and prophire reserves
the right to refuse to release the Props if in its reasonable opinion
such transport is unsuitable or inadequate.
4.4 In the case of Installation Services and in the case of Hire, where
prophire is responsible for delivery and/or collection of the Props,
if traffic regulations or similar provisions prohibit access to the
ground floor loading bay of the Venue, the Customer must ensure that
alternative arrangements are made for the delivery and/or collection
(as appropriate) to provide safe and suitable access at the point of
4.5 The Customer shall ensure that the Props are:
4.5.1 only used indoors unless otherwise stated or agreed in writing
in advance by prophire;
4.5.2 kept away from direct heat sources and the Customer acknowledges
and agrees that flammable materials may have been used in the production
of the Props.
4.6 In the case of the Installation Services, the Customer shall:
4.6.1 provide full and accurate technical details of the Venue and access
to the Venue as required by prophire prior to the Commencement
Date. prophire shall be entitled to terminate the Contract without
liability if, in prophire’ reasonable opinion, the results
of those technical details are unsatisfactory;
4.6.2 ensure that prophire is provided with safe and reasonable
access to the Venue to carry out the Installation Services including
but not limited to ensuring that all health and safety and fire regulations
have been met; and
4.6.3 where appropriate, make available to prophire such facilities
including power supply and other support as may be reasonably necessary
to assist prophire in the performance of the Installation Services
including off loading and uploading of the Props at delivery and collection.
4.7 In the case of Hire, the Customer shall:
4.7.1 provide assistance with off loading and uploading of the Props
as required by prophire;
4.7.2 ensure that all necessary measures are undertaken at the Venue
to ensure that the Hire complies with relevant health and safety and
4.7.3 ensure that any Props of an electrical nature are tested prior
to use and only used in conjunction with a Residual Current Device (RCD);
4.7.4 return the Props cleaned by the Return Date repackaged and in
the same condition as they left prophire’ premises.
4.8 The Customer acknowledges that Props are not new and may have signs
of reasonable wear and tear.
4.9 The Customer acknowledges that any dimensions supplied by prophire in relation to the Props and Services are approximate only.
4.10 The Customer acknowledges that the Props remain the property of
prophire at all times. Risk in the Props shall pass to the Customer
on despatch/delivery (whichever is earlier) and shall pass from the
Customer to prophire upon delivery back to prophire.
5 PRICE AND PAYMENT
5.1 The Price shall be paid in cleared funds by the Customer no later
than 7 Working Days prior to the Commencement Date.
5.2 The Price is net of Value Added Tax. The Customer shall pay Value
Added Tax at the rate of 15% or such other prevailing rate in addition
to the Price.
5.3 prophire may increase the Price if the Customer changes the
Venue or the Event Duration, which have been agreed with prophire.
5.4 The Customer shall pay a deposit for the Services as set out in
the Acknowledgement to cover the risk value of the Services (“Deposit”).
Such Deposit shall be repaid to the Customer if and to the extent that
it returns the Props on or before the relevant Return Date in the same
condition as on the Commencement Date.
5.5 In the case of Hire:
5.5.1 the Price is for one Venue only. Additional Venues will be subject
to an additional charge determinable by prophire.
5.5.2 the Customer shall pay the Price, notwithstanding that Props may
be returned unused;
5.5.3 if the Customer fails to return the Props on or before the Return
Date, the Customer shall pay, in addition to the Price, hire charges
at the daily rate payable under the Contract;
5.5.4 the cost of delivery to and collection from the Venue of the Props
is not included in the Price but is payable in addition to the Price
as set out in the Acknowledgement.
5.6 The Customer agrees that the Customer shall pay the Price notwithstanding
that part or all of the Services are unable to be completed by prophire as a result of access to the Venue or the time available to
access the Venue being limited, failure of lifts or any other event
occurring at the Venue which results in prophire’ becoming
unable to complete the Services.
5.7 If the Customer fails to pay any amount payable by it under these
Terms, prophire shall be entitled to charge the Customer interest
on the overdue amount, from the due date up to the date of actual payment,
after as well as before judgement, at the rate of 8% per annum above
the base lending rate for the time being of the Bank of England.
6 OWNERSHIP of INTELLECTUAL PROPERTY RIGHTS
prophire reserves all rights in its intellectual property of any
nature whatsoever including without limitation copyright, and design
rights and the Customer shall not be entitled to any intellectual property
rights arising out of the provision of the Services. The Customer shall
not release photographs, designs, quotations, drawing and recordings
to any third party for any commercial purpose without the prior written
consent of prophire.
7 LIABILITY AND INSURANCE
7.1 prophire’ liability for any of the following is not excluded
or limited by these Terms (even if any other term of the Terms would
7.1.1 death or personal injury caused by prophire’ negligence
or the negligence of its employees, servants or agents; or
7.1.2 any other liability which cannot be legally excluded or limited.
7.2 Subject to clause 7.1, prophire shall not be liable to the
Customer under or in relation to these Terms (whether such liability
arises due to negligence, breach of contract, misrepresentation or otherwise)
for any indirect or consequential loss or damage.
7.3 Subject to clause 7.1 and without prejudice to the provisions of
clause 7.2, prophire’ liability arising from or in connection
with these Terms (whether the liability arises for breach of contract,
negligence, or otherwise) shall be limited to a refund of the Price
paid by the Customer for that element of the Services to which the liability
7.4 prophire makes no warranty as to the suitability of the Props
under Hire for the intended use by the Customer unless otherwise agreed
7.5 prophire accepts no responsibility for the condition of the
Props or completeness of the order if the Customer is not present for
delivery or collection.
7.6 The Customer shall be liable for any loss or damage to the Props
or prophire’ other property whilst it remains in the possession
of the Customer.
7.7 The Customer agrees that prophire shall be entitled to charge
all loss and/or damage (including costs of cleaning if relevant) to
the Props to the Customer’s credit card number provided by the
Customer during the order process and, in the case of Hire, be immediately
entitled to retain the Deposit towards such charge.
7.8 The Customer shall take out, for the Event Duration, sufficient
insurance to cover the full replacement cost of the Props and the Customer
shall, upon request by prophire, provide copies of such insurance
cover to prophire together with evidence that policy premiums have
been paid to date.
7.9 The provisions of this clause 7 shall survive the termination or
expiry of these Terms for any reason.
8.1 Without prejudice to any other rights to which it may be entitled,
prophire may immediately terminate the Contract if:
8.1.1 any proceedings are commenced relating to the insolvency or possible
insolvency of the Customer; or
8.1.2 the Customer commits a breach of any of the Terms; or
8.1.3 the Customer suffers or allows any execution, whether legal or
equitable, to be levied on his property or obtained against him, or
fails to perform any of his obligations under these Terms.
8.2 If the Customer seeks to amend, cancel or postpone the provision
of the Services following the execution of a Contract, the Customer
shall still be liable to pay the Price in full unless otherwise agreed
8.3 On termination of the Contract:
8.3.1 the Customer shall return to prophire the Props and any other
property of prophire the Customer then has in its possession or
control including without limitation any Confidential Information belonging
to prophire; and
8.3.2 prophire shall be entitled to enter the Customer’s
premises at any time in order to recover any equipment and materials
which are the property of prophire and the Customer irrevocably
licenses prophire and its employees to enter any such premises
for that purpose.
8.4 In the event of any form of aggressive/bullying/offensive/discriminatory behaviour by the customer, prophire reserves the right to immediately terminate the contract without notice or recourse.
9 FORCE MAJEURE
9.1 If prophire is prevented or delayed in the performance of any
of its obligations under the Contract by any cause which arises from
or is attributable to acts, events, omissions or accidents beyond its
reasonable control including but not limited to strikes, lock-outs or
other industrial disputes, unavailability of raw materials, 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, transport disruption, fire, flood, storm, terrorist
attack, nuclear, chemical or biological contamination or sonic boom,
then it shall have no liability in respect of the performance of such
of its obligations as are prevented by those events.
10.1 The Customer will keep in strict confidence all technical or commercial
know-how, specifications, drawings, quotations, inventions, processes
or initiatives which are of a confidential nature and which have been
disclosed to the Customer by prophire or its agents and any other
confidential information concerning prophire’ business or
its products which the Customer may obtain. The Customer will restrict
disclosure of such confidential information to such of its employees,
agents or subcontractors as need to know the same and will ensure that
such employees, agents or subcontractors are subject to equivalent obligations
of confidentiality as bind the Customer.
11.1 The Customer shall not without the prior written consent of prophire assign or transfer the Contract or any part of it to any other
12.1 Any notice or other document to be served under the Contract must
be in writing and may be delivered or sent by prepaid first class letter,
post or facsimile transmission.
12.2 Any notice or demand shall be deemed served, if delivered, at
the time of delivery, if posted, 48 hours after posting and if sent
by facsimile transmission, at the time of transmission.
12.3 If any provision of the Contract is found by any court, tribunal
or administrative body of competent jurisdiction to be wholly or partly
illegal, invalid, void, unenforceable or unreasonable it will, to the
extent of such illegality, invalidity, voidness, unenforceability or
unreasonableness, be deemed servable and the remaining provisions of
the Contract and the remainder of such provision shall continue in full
force and effect.
12.4 Failure or delay by either party in enforcing or partially enforcing
any provision of the Contract will not be construed as a waiver of any
of its rights under the Contract.
12.5 Any waiver by either party of any breach of, or any default under,
any provision of the Contract by the other party will not be deemed
a waiver of any subsequent breach or default and will in no way affect
the other terms of the Contract.
12.6 A person who is not party to the Contract will have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of the Contract. This clause 12.6 does not affect any right or remedy
of any person which exists or is available otherwise than pursuant to
12.7 The Contract shall be governed by and construed in all aspects
in accordance with English law.
12.8 Subject to clause 12.9 the parties submit to the exclusive jurisdiction
of the English courts and agree that (subject to clause 12.9), in respect
of proceedings in England and any other jurisdiction, process may be
served on either of them in the manner specified for notices in clause
12.1 and 12.2 above.
12.9 Nothing in this clause 12 shall limit the right of prophire
to take proceedings against the Customer in any other court of competent
jurisdiction nor shall the taking of proceedings in an one or more jurisdiction
preclude the taking of proceedings in any other jurisdictions, whether
concurrently or not, to the extent permitted by the law of such other