TERMS AND CONDITIONS FOR PROMOTERS
(“Conditions”)
This agreement is made between Ranimul 2 Limited (Company Number 07870512) T/a The Luminar Group having its registered office at Luminar House, Deltic Avenue, Rooksley, Milton Keynes, Buckinghamshire, MK13 8LW (the ‘Company’) and the Promoter as defined in the Schedule attached to these Conditions.
This agreement governs the promotion by the Promoter of certain Events on certain Nights at a Venue owned or operated by the Company. Terms in capitals have the meaning set out in the attached Schedule.
1 FORMATION OF CONTRACT
1.1 This contract shall not be binding until both the Promoter and the Company have signed the contract in accordance with its terms.
1.2 The signature on this agreement of the Promoter or its duly authorised officer shall be deemed as agreement to the Conditions. Where a ‘promoting organisation’ signs this agreement it shall be deemed to accept the obligations set out herein and shall be jointly and severally liable with the Promoter under this agreement.
1.3 The Promoter shall ensure that its employees, agents, contractors and customers observe and perform the obligations set out in these Conditions.
2 LICENSES
2.1 All conditions attached to the Venues premises licence shall be duly observed by the Promoter and by signing this agreement, the Promoter shall be deemed to have had notice of all such conditions. Copies of such relevant licences are available on application to the Venue management.
2.2 The Promoter and its employees or agents, shall comply in all respects with:
2.2.1 all conditions, requirements and regulations of the local authority, local licensing authority, police authority and fire authority. (For the avoidance of doubt, the Company shall be entitled to terminate this agreement immediately and without any liability to the Promoter if the Company believes that the Promoter has, whether by any act or omission, acted in such a way as may put the Company’s operating permissions or licences in jeopardy); and
2.2.2 all the laws which may relate to the function or the Venues and shall not do any act, matter of thing which would or might constitute a breach of any statutory provision, order or requirement.
3 Use of and Access to the Venue
3.1 The Venue shall not be used by the Promoter for any other purpose than as a venue for the Event and only on the Nights and during the Hours set out in the attached Schedule.
3.2 The Company and its employees, agents or authorized personnel shall have access to the Venue at all times and shall have the right to deploy such staff in the Venue as it deems necessary.
3.3 The Promoter and its employees shall maintain good order at the Venue in regard to the Event and shall not at any time do or permit any act or engage in any conduct which may, in the opinion of the Company, adversely effect either the safety and security of customers or the Venue or the business of the Company.
3.4 The Promoter and its employees shall not cause or permit any act or behaviour, which in the opinion of the Company may constitute a nuisance or annoyance to the Company, its customers or any third party and shall immediately and at its own cost take action to prevent such nuisance or annoyance if required to do so by the Company.
3.5 The Promoter and its employees shall not cause any obstruction or block any fire exit or remove or tamper with any fire appliances.
3.6 No additional alterations or extensions from electrical appliances shall be permitted without the previous written consent of the Company. If consent is given all electrical appliances must be able to produce the correct ‘PAT’ certification.
3.7 No sound or video recording equipment or video or cine-transmission equipment shall be taken into or used in the Venues without the prior written consent of the Company.
3.8 The Promoter may store at the Venue a limited amount of equipment, which is to be used in the Event providing that the Promoter has received the prior written consent of the General Manager of the Venue. Storage of any such property will be at the Promoter’s own risk cost and expense.
3.9 The Company will from time to time allow drug dogs onto the Venues to carry out searches in compliance with the Company’s zero tolerance drug policy. The Promoter, their staff and management must co-operate fully with the appropriate search team.
3.10 The Promoter will comply at all times with any lawful and/or reasonable instructions given by the Company (including without limitation any risk assessment prepared or produced by or on behalf of the Company) in respect of the Event.
3.11 The Promoter will ensure that there is no audience participation in relation to the provision of Events that involve entertainment of a sexual nature.
4 DISPLAYS AND ADVERTISING
4.1 Advertising
4.1.1 The Promoter shall not engage in any advertising (whether by means of display, internet, social media or otherwise) that is illegal, deemed inappropriate in the sole discretion of the Company or that brings the Venue’s premises licence into question or disrepute by the local authority. A breach of this clause 4.1 shall be a material breach of these Conditions and the Company shall be entitled to terminate this agreement with immediate effect in accordance with clause 9.2.
4.2 Fly-posting
4.2.1 The Promoter shall not permit, encourage or arrange for fly-posting or other illegal advertising of the Event in accordance with the Town and Country Planning Act 1990 or such equivalent laws or regulations. In the event that the Company is notified of any fly-posting by the Promoter;
4.2.1.1 The Company shall be entitled to terminate this agreement with immediate effect in accordance with clause 9.2;
4.2.1.2 The Company shall be entitled to set-off all costs incurred in the removal of posters and any fines or payments that the Company may be required to pay from any monies owed by the Company to the Promoter; and
4.2.1.3 To the extent not covered by clause 4.2.1.2 above, the Promoter shall keep the Company fully indemnified from all expenses, costs (including without limitation legal costs), awards, fines, damages, losses and liabilities arising from the breach by the Promoter of this clause 4.12.
4.3 Displays
4.3.1 No flags, emblems, decorations or advertisements shall be displayed in or outside the Venue (including without limitation any advertising material displayed within the vicinity of the Venue or further afield) other than with the prior written consent of the Company. Any such consent must be obtained seven days prior to the display or transmission. Any items so displayed, shall be immediately removed by the Promoter at its own cost if required to do so by the Company for any reason.
4.3.2 All approved displays must be fully fireproofed and authorised by the local authority (if necessary).
4.3.3 No bolts, nails, tacks, screws, pins, placards or other articles shall be affixed to any part of the Venue without the prior written consent of the Company.
5 Reservations
5.1 The Company reserves the right to:
5.1.1 incorporate screen advertising in any dance programme;
5.1.2 remove any person from the Venue who fails to comply with any of these Conditions; and
5.1.3 immediately stop any entertainment, meeting or behaviour which is deemed by the Company to be inappropriate or improperly conducted.
5.2 For the avoidance of doubt, the Promoter shall have no rights whatsoever to set or effect any prices that apply within the Venue. Any and all such pricing shall be the sole responsibility of the Company and/or the Venue management and these may be set at its/their sole discretion.
6 Disclaimer and Limitation of Liability
6.1 The Company shall not be liable for the death or injury to any persons or damage to any property or any losses, claims, demands, actions, proceedings, damages, costs or expenses or any other liabilities caused or incurred by the Promoter or its employees pursuant to this agreement unless in respect of death or personal injury it is caused by the negligence of the Company.
6.2 The Company shall not be deemed to be in breach of this agreement or otherwise liable to the Promoter in the event of performance being rendered wholly or partially impossible due to circumstances beyond the Company’s reasonable control including, without limitation any damage by fire, industrial action, flood, electrical or mechanical failure, breakdown, interruption, licensing restrictions, police orders, subsidence, adverse weather conditions or any act of God.
6.3 The Company is not responsible for the quality or times of performance of any contractors or third parties employed by the Promoter or the Company for any event.
6.4 The Company shall not be liable to the Promoter for any direct, or indirect or consequential losses, damages or inconvenience suffered or incurred by the Promoter under this contract whether due to any of the circumstances set out in this clause 6 or otherwise.
7 Restrictions
7.1 By entering this agreement, the Promoter agrees not to promote, organize or participate in any manner in any similar event (whether involving students or otherwise) within a 10 mile radius of the Venue without prior authorization from the relevant Divisional Manager of the Company on any Night within the period detailed in the Schedule attached.
7.2 Any other contracts offered to the Promoter after the start of this agreement, which may conflict with the success of the Events that are the subject of these Conditions must be discussed and agreed with the relevant Divisional Manager of the Company before they can be accepted by the Promoter.
8 Indemnity
8.1 The Promoter shall be responsible for and keep the Company fully indemnified from and against all action, proceedings, claims, demands, costs, awards, damages and losses (including consequential losses) howsoever occurring whether directly or indirectly caused as a result of any breach or non-performance by the Promoter of any of the Promoter’s obligations under this agreement or caused in whole or part by any act, neglect or default of the Promoter, its employees, agents or contractors.
8.2 The Promoter shall effect and thereafter maintain for the purposes of each Event policy of insurance cover with an insurer of repute in respect of the indemnity under clause 9.1 above. The Promoter shall make the Certificate of Insurance cover available for inspection by the Company upon reasonable notice.
9 Term and Termination
9.1 The agreement governed by these Conditions is to for the period commencing on the Start Date and subject always to the maintenance of the Minimum Number Requirements set out in clause 9.3 below, shall continue until the End Date as set out in the Schedule. Prior to the End Date the Company will review this agreement with the Promoter. The Company may in its sole discretion offer the Promoter the chance to renew this agreement for a further term, which shall be agreed between the parties. Notwithstanding any other provision of these Conditions the Company may terminate this agreement for any reason by giving the Promoter two weeks notice in writing. For avoidance of doubt this agreement does not cover any date unless specifically referred to in the attached Schedule.
9.2 The Company may terminate this contract without prejudice to any other right or remedy the Company may have against the Promoter, with immediate effect in the following circumstances.
9.2.1 if the Promoter is in breach of any of the obligations contained in this contract;
9.2.2 in any of the circumstances as set out in paragraph 6.2; and
9.2.3 if an encumbrancer takes possession or a receiver is appointed over any property or assets of the Promoter or if the Promoter makes any voluntary arrangements with its or his creditors or becomes subject to an administration order or goes into liquidation (except for the purposes of amalgamation or reconstruction) or being an individual suffers or undergoes any analogous or similar form of insolvency event.
9.3 If the figures of attendance drop below the Minimum Numbers Required per Event over a consecutive period of two weeks the Company shall be entitled to terminate this agreement governed by these Conditions on immediate notice (without penalty).
9.4 Any deposit payable pursuant to this agreement is non-refundable.
10 Costs and Payment
10.1 During term of this agreement the Company and the Promoter shall share the box office revenue taken at the Venue between them in the proportions set out in the Schedule attached.
10.2 The Company will be responsible for providing all necessary box office staff for each Event held and hereby reserves the right to charge the Promoter for providing such employees in addition to any shared revenues it shall be entitled pursuant to clause 11.1 above.
10.3 No fee will be payable by the Company to the Promoter for any Event which is the subject of this agreement.
10.4 If the revenues generated for the Company as a result of the Event do not cover the operating costs of the Company in hosting that Event, then the Promoter shall indemnify the Company in respect of these losses suffered by the Company. The Company shall be entitled at its sole discretion either to pay the Promoter after deducting any such losses or notify the Promoter of any such loss and the Promoter shall pay the Company such shortfall within 7 days of notification.
10.5 For the avoidance of doubt, all revenue generated at any Event through cloakroom, machine income and bar sales will be retained by the Company.
10.6 Any and all entertainment, marketing, promotional material and sponsorship costs including all costs related to the promotion of the Event including without limitation DJ’s and other entertainment, will be paid for by the Promoter.
10.7 The Promoter will provide and pay for
10.7.1 all necessary payments to official student union bodies endorsing the Event at the Venue;
10.7.2 all marketing and promotional activity including promotional staff and promotional material including all DJ’s. All promotional material and associated costs produced by the Promoter must be approved in writing by the Company in advance; and
10.7.3 all additional policing and insurance costs that may be required.
10.8 The Company will provide all necessary operating staff including all door staff required. The Company reserves the right to refuse admission to the Venue and to employ such staff as they deem appropriate for any Event.
10.9 All sums referred to in this agreement are expressed exclusive of any applicable VAT or similar sales tax levied from time to time.
11 Additional Clauses Applicable To UNDER 18’S Events
If this agreement and/or the services provided by the Promoter relate to the provision of under 18’s Events the following additional clauses shall apply:
11.1 the Promoter agrees to accept, adopt and follow all Love Social policies, procedures and philosophies. These policies are found at [http://www.lovesocial.co.uk/parents-help] and the Promoter’s attention is drawn to the following Love Social policies in particular:
11.1.1 the General Policies;
11.1.2 the Code of Conduct for Staff;
11.1.3 the Child Protection Policy;
11.1.4 the Admissions Policy; and
11.1.5 the Smoking Policy.;
11.2 the Promoter will ensure that any of its employees or agents it engages to work at the Event shall have been the subject of a recent and appropriate enhanced criminal records bureau (“CRB”) check to cover categories pertaining to working with children. The Promoter shall regularly update such checks and keep suitable records in this regard. Prior to any Event the Promoter should confirm to the Venue that staff can work in accordance with the Company CRB policy i.e. all categories concerned children on the enhanced CRB check are clear. ;
11.3 the Promoter shall ensure that any representative of the Promoter engaged in any capacity in regard to the Event does not promote the Event in any branded clothing or advertise the products of the Promoter or any third party in any way;
11.4 any communications promoting any under 18’s Event must be approved in writing by a suitably authorised representative of the Company prior to being distributed; and
11.5 details of any Events which are the subject of this agreement may not be published on any website other than www.lovesocial.co.uk without the prior written consent of the Company.
12 Additional Clauses Applicable to Intellectual Property
12.1 If the Promoter is licensing or otherwise permitting the Company or the Venue to use any of its intellectual property then the Promoter warrants to the Company that it is the sole beneficial and legal owner of the intellectual property and shall indemnify and keep indemnified the Company in respect of any costs, expenses, liabilities, claims, damages, penalties or fines that it may incur in connection with a breach by the Promoter of this clause 13.
13 Data protection
13.1 All data collected by the Company in connection with the Event (by whatever means) will be retained by the Company for its exclusive use.
13.2 The Company will be entitled to co-ownership of all data collected by the Promoter in connection with the Event (whether at the Venue or via. social media or other means).
13.3 All data collected by either the Company or the Promoter in accordance with clauses 13.1 and 13.2 shall be collected fairly and in compliance with the Data Protection Act 1998 and in accordance with the Electronic Communications Regulations. The Promoter shall ensure that it obtains consent from all data subjects that it is able to supply their personal data with the Company for marketing purposes.
13.4 Subject at all times to clause 13.3 and the Data Protection Act 1998, within 7 days of the termination of this agreement, the Promoter shall supply a copy of all customer data it has collected in connection with an Event(s) to the Company (by whatever means) save where a data subject has not consented to the provision of such personal information to the Company.
13.5 The Promoter shall keep indemnified the Company against any costs, expenses, liabilities, claims, damages, penalties or fines that it may incur in connection with a breach by the Promoter of clauses 13.3 and 13.4.
14 General
14.1 The benefit of this agreement is personal to the Promoter and the Promoter shall not assign or otherwise transfer its rights or obligations under this contract. The Company accepts this agreement for itself and as trustee for any company in the Company group and may assign the benefit of this agreement to any such company at any time.
14.2 The failure by the Company to enforce at any time or for any period any one or more of these Conditions shall not be a waiver of them or of the right at any time subsequently to enforce any or all of these Conditions.
14.3 All references to person or persons in these Conditions shall include anybody or association, corporate or incorporate and words importing the singular include the plural and vice versa.
14.4 No amendment, alterations or variations to these Conditions shall be valid unless agreed in writing by the Company.
14.5 All notices given by either party shall be in writing and shall be sufficiently served if delivered by hand or sent by first class pre-paid post or facsimile transmission to the other party at the address, in the case of the Company set out above, or in the case of the Promoter set out in the Schedule attached to these Conditions.
14.6 Nothing in these Conditions shall constitute the Promoter as a partner, agent or principal of the Company and the Promoter shall not enter into any agreement with any person on behalf of the Company without the Company’s prior consent.
14.7 These Conditions shall be governed by and constructed in all respects in accordance with the laws of England and each party hereby submits to the non-exclusive jurisdiction of the English Courts.