Service Agreement and Terms and Conditions

 

 

Archer Sharp Design Ltd is a registered company in England & Wales.

Registered Number: 11839755 Registered Address: 14 Union Street, Retford, Nottinghamshire, DN22 6LB.

All work undertaken by Archer Sharp Design Ltd will be subject to the following terms and conditions. The agreement between Archer Sharp Design Ltd and the Client shall be construed in accordance with English Law and shall be deemed to have been made in England and both parties agree to submit to the exclusive jurisdiction of the English Courts.

This estimate is deemed to have been accepted on receipt of the clients written (or emailed) instruction or receipt of authorised Purchase Order from the Client.

 

Interpretation  

‘Client’ is used to reference the ultimate payer of the service fee or the person responsible for the budget. It remains the responsibility of the Client to ensure that the below terms are adhered to.

‘Client Representative’ is used below to identify any persons deemed responsible by the ‘Client’ or the ‘Client Management’ to give instructions to Archer Sharp Design personal.

‘Crew’ is used to identify any personnel provided by Archer Sharp Design Ltd as part of the service contract period. 

‘Service Period’ identifies the duration between the start date and the finish date of the engagement.

‘Site’ is used to describe the location of the show, concert or event for which the Service is being provided, whether belonging to the Client or otherwise.

‘Management’ is a term to describe the Directors and Managers of Archer Sharp Design Ltd.

 

1.Personnel Solicitation 

The Client takes responsibility to comply with our Staff Solicitation policy as detailed below: 

1.1     The Client shall not attempt to entice away, directly employ or contract directly, any Archer Sharp Design Ltd personnel supplied during this Service Period, for additional work on the same or future 'Projects' within 12 months of their final day representing Archer Sharp Design Ltd on said Project, without prior consent from Archer Sharp Design Ltd. 

1.2     If a breach of this Solicitation Agreement is committed by the Client or a Client Representative, AND the Personnel engaged by the Client agree to any proposal or contract, then a Release, Retraining and Recruitment fee of £1500.00 + VAT will be payable by the Client on Zero Day Terms upon receipt of invoice from Archer Sharp Design Ltd, per Crew member involved. 

2. Provision Removal 

2.1     Archer Sharp Design Ltd reserve the right to suspend any works or service provision in the event that Archer Sharp Design Ltd or any Crew Member on site deem the service or action requested by the client or representative to be a potential danger or harm to the crew, 3rd party contractors, members of the public or public property. The same suspension will be upheld if any party described above decides that Health & Safety Legislation and Regulations have been contravened. Suspension of services will be lifted upon such time as the Potential Physical Dangers or Risky Action has been removed or resolved. In any such event the client shall be notified in full of all Issues, hazards, solutions and necessary changes.

3. Client Obligations 

3.1     Archer Sharp Design Ltd shall in no circumstances whatsoever be liable to The Client for loss or damage to property, real or personal, where such damage or loss arises as a result of any instruction given by the Client or Client representative to the Crew and where the Archer Sharp Design Ltd Representative has alerted the Client (or representative) that the performance of such instruction carries a risk of unspecified damage or loss, and the Client (or Representative) instructs the Crew to do nonetheless. 

 

 

4. Payment, Booking Cancellations & Contract Terminations 

4.1     Payment shall be made in pound sterling by BACS payable to “Archer Sharp Design Ltd”. Payment should be made within the payment terms as indicated on the invoice provided by Archer Sharp Design Ltd. Outstanding invoices, exceeding the agreed terms, will attract interest calculated daily, charged at 8% over and above the Bank of England base rate as outlined in the Late Payments of Commercial Debts (Interest) Act 1998. 

4.2    If the Client cancels the booking prior to the commencement of services, Archer Sharp Design Ltd shall be entitled to and continue to charge to the Client:
 

Within 7 days before the start or hire date, 100% of the total price quoted.

 

Within 29 to 7 days before the start or hire date, 50% of the total price quoted.

 

Up to 30 days before the start or hire date, 0% of the total price quoted.

 

4.3    Archer Sharp Design Ltd shall have the right to suspend any provision of services under this service contract or any other service contract for the Client, at any time, if the Client becomes subject to Insolvency, Liquidation, Administration, Receivership, Winding-Up or similar, or it is reasonably believed by Archer Sharp Design Ltd that this is the case.

4.4    Archer Sharp Design Ltd shall have the right to suspend any provision of Services under this service contract or any other service contract for the Client, and at any time, if the Client fails to pay any amount due on time.

4.5    On termination of the of the Contract for any reason the Client shall pay immediately any outstanding unpaid invoices (and interest if applicable). Any invoices yet to be submitted will be payable by the Client on immediate terms. 

5. Copyright 

5.1     Archer Sharp Design Ltd is hereby identified as the creator of the design work in accordance with Section 77 of the United Kingdom Copyright, Designs and Patents Act, 1988 and applicable legislation in other jurisdictions. 

5.2    The Client acknowledges that the Copyright on all visual designs, concepts, drawings, specifications and documents prepared by Archer Sharp Design Ltd, and in the work executed from them, shall remain the property of Archer Sharp Design Ltd unless otherwise agreed by both parties, and confirmation in writing has been given by Archer Sharp Design Ltd. Accordingly the Client shall not have the right to assign, sell, license or use directly or indirectly any of Archer Sharp Design Ltd work pursuant to the Agreement, whether for use in stage productions, motion pictures, television, internet, media, merchandising or any other use whatsoever, save for promotional purposes of up to five minutes duration, without the prior written consent of Archer Sharp Design Ltd

5.3    The Client may not change or amend any aspect of the design without prior written consent from Archer Sharp Design Ltd.

6. Further Use of Designs

6.1     If the Production is extended beyond the dates of the original run set out in the Agreement, transferred, revived, re-staged, re-produced, or adapted for any other media, whether by the Client, as a co-presentation, or by a third party: the presenting parties shall negotiate an agreement with Archer Sharp Design Ltd in good faith for the use of any design work; Archer Sharp Design Ltd shall be entitled to a royalty and/or usage fee commensurate with the scale of the extension, transfer, revival, re-staging, re-production or adaptation; the Client and presenting parties shall consult with Archer Sharp Design Ltd to ensure the faithful implementation of the design; and Archer Sharp Design Ltd will be offered the first refusal to supervise the re-creation and/or adaptation of their work for a fee to be negotiated in good faith.

7. Credit and Advertisement 

7.1     The Client will give Archer Sharp Design Ltd a credit at the Theatre, in all media releases, websites, programmes, posters, brochures, handbills, flyers; and all physical and electronic advertising and other means of promoting the production, with the exception of advertising or other means where due to small size there is limited space. 

7.2     Any creatives provided by Archer Sharp Design Ltd will always receive billing where any other member of the creative team is credited. The credits for all members of the design team shall be listed together.

7.3     The Client shall include any creatives provided by Archer Sharp Design Ltd biography and/or headshot wherever any other members of the creative team receive a biography and/or headshot respectively. 

7.4     Wherever photographic, electronic written, or other records of any work provide by Archer Sharp Design Ltd are used or made available for use in other material or media, the Client will credit Archer Sharp Design Ltd if any other individual involved in the production other than the photographer is credited. Where such material is not under the control of the Client, the Client will use its best endeavors to ensure that Archer Sharp Design Ltd is credited. 

8. Archive Material 

8.1     Archer Sharp Design Ltd may take photographs and audio/video documentation during any stage of rehearsals for their own purposes (for example audio-visual rehearsal notes, or material to be used on Archer Sharp Design Ltd website and/or portfolio). 
8.2    At Archer Sharp Design Ltd request the Client shall supply copies of all advertising and promotional materials, a copy of the printed programme, electronic media files of all the production photographs, and a full set of reviews. It is agreed that Archer Sharp Design Ltd has the right to use such items for their own archival and publicity purposes, for example on the Archer Sharp Design Ltd website and/or portfolio. 

9. Accommodation and Travel

9. 1    Where the site and/or rehearsal venue is more than 25 miles from the Archer Sharp Design Ltd office, accommodation of a minimal three-star should be provided at the Clients expense. Any accommodation provided should include internet access, and any costs of internet access at such accommodation will be reimbursed by the client. 

9.2    The Client will pay for or reimburse all travel costs necessary to and from site, including all transfers to and from airports and railway stations. 

9.3    All flights should be provided by the client (or if booked by Archer Sharp Design Ltd reimbursed by the client with an additiional 10% administration charge.) The minimum class of travel for all flights over 4 hours should be Premium Economy (or equivalent) or Business Class (or equivalent) if Premium is not available. The preferred Airline choice should be British Airways / One World Alliance. 

10. Information 

10.1   The Client shall provide ground plans and section drawings to allow Archer Sharp Design Ltd to complete any drawings/plans required. These should be provided to Archer Sharp Design Ltd no later than 1 month prior to any deadlines provided by the client. The Client shall provide equipment lists of items that Archer Sharp Design Ltd is able to use for the production without additional cost to the Client.

11. Design Disclaimer

11.1   For the avoidance of doubt, Archer Sharp Design Ltd is not qualified to determine the structural and electrical appropriateness of any designs provided and is not responsible and cannot be held liable for any improper engineering, construction, rigging or handling methods or for any improper use of structures or equipment that may be employed to realise any designs.

11.2   It is the responsibility of the Client and not of Archer Sharp Design Ltd to ensure that the design complies with local fire, health and safety regulations. In the event that the design is found not to comply, Archer Sharp Design Ltd will adjust the design in consultation with the Client to ensure that it does comply with such regulations. 

12. Liability 

12.1   Archer Sharp Design Ltd shall not be held financially liable to the Client or any 3rd party as a result of any delay or failure to perform its obligations under this contract as a result of any event beyond its reasonable control including but not limited to Strikes, Industrial Disputes, Failure of Utility Service or transport network, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of vehicle, plant or machinery, fire, flood, storm or default of suppliers or subcontractors.