Terms & Conditions

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GOOSE LIVE EVNTS LIMITED – TERMS AND CONDITIONS OF BUSINESS

  1. INTERPRETATION
    • In these conditions:

Agreement” means the agreement between the Client and Goose for the Services and/or Goods incorporating these conditions.

Charges” means the charges payable under the Agreement by the Client to Goose for the Services and/or Goods.

Client” means the individual, firm, or corporation that enters into the Agreement with Goose.

Completion” means the discharge by Goose of its obligations to the Client under the Agreement.

Event” means the event, occasion or occurrence to which the Services and/or Goods to be supplied by Goose under the Agreement relate.

Goose” means Goose live events Limited (registered number 5113167) whose registered office is at Priory House, Pilgrims Court, Sydenham Road, Guildford, Surrey GU1 3RX.

Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights (registered or unregistered) and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Price” means the price payable by the Client for the Services and/ or Goods as specified in the Quotation.

Quotation” means Goose’s quotation for the Services and/ or Goods.

Services and/or Goods” means any and all services and/or goods to be provided by Goose to the Client under the Agreement as specified in the Quotation.

  • In these conditions:
    • words denoting the singular include the plural and vice versa;.

1.2.2     words denoting persons include natural persons, bodies corporate, unincorporated associations and partnerships;

1.2.3     reference to any statute or statutory provision includes amending legislation; and

  • headings are inserted for convenience only and shall not affect the construction or interpretation of these conditions.
  1. APPLICATION OF TERMS
    • These conditions shall apply to and be incorporated into the Agreement and prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of Quotation or specification, or implied by law, trade custom, practice or course of dealing.
    • Any Quotation issued by Goose to the Client constitutes an offer by Goose to supply the Services and/or Goods specified in it on these conditions. The offer shall be deemed accepted on the earlier of either:
      • the Client issuing and executing a written acknowledgement; or
      • the Client, whether orally, in written form or by email, confirming acceptance of the offer; or
      • the Client instructing Goose to commence provision of the Services and/or Goods; or
      • Goose commencing provision of the Services and/or Goods with the knowledge or consent of the Client,

when a contract for the supply and purchase of the Services and/or Goods on these conditions will be established. The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern this Agreement.

  • Quotations given by Goose are on the basis that no agreement shall come into existence except in accordance with condition 2. A Quotation is valid for a period of 30 days from its date, provided that Goose has not previously withdrawn it.
  1. DURATION
    • The Agreement shall commence on the date specified in the Quotation and shall continue (subject to the termination provisions set out in condition 12) until Completion.
  2. CLIENT’S OBLIGATIONS
    • Where the venue, location, site, place or setting (Venue) for the Event and/or any third party supplier in relation to the Event (Third Party Supplier) is supplied, arranged, booked, organised or engaged by the Client directly, the Client will:
      • procure access to the Venue in a timely manner and at no charge to Goose, its employees, agents or sub-contractors to enable the installation of such goods, materials and equipment of Goose or its agents and sub-contractors (Equipment) as are required to perform Goose’s obligations under the Agreement;
      • ensure that the Venue is set up to receive or enable the installation of the Equipment, including ensuring that the Venue has all applicable licences and consents and comply with all relevant legislation necessary for the installation of the Equipment;
      • be responsible for the security and safety of the Venue and the Equipment at all times whilst at the Venue;
      • procure that adequate time, as stipulated by Goose, is available at the conclusion of the Event or Completion (whichever is applicable) to enable Goose, its employees, agents or sub-contractors to dismantle and remove the Equipment;
      • procure that any Third Party Supplier properly performs its obligations in relation to the Event; and
      • inform Goose of:
        • all health and safety rules and regulations and any other reasonable security requirements that apply at the Venue; and
        • any delay by any Third Party Supplier in providing services to the Client in relation to the Event which could adversely affect the ability of Goose to comply with its obligations under the Agreement.
      • Without prejudice to condition 1, the Client shall:
        • co-operate with Goose in relation to the Services and/or Goods; and
        • provide, to Goose such data and other information as Goose may reasonably request for the purpose of performing its obligations under the Agreement.
      • If Goose’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or any Third Party Supplier, Goose shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
      • The Client shall be liable to pay to Goose, on demand, all reasonable costs, charges or losses sustained or incurred by Goose arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement.
  1. SUPPLY OF THE SERVICES AND/ OR GOODS
    • Goose shall use all reasonable endeavours to;
      • provide the Services and/or Goods in accordance in all material respects with Schedule 1; and
      • observe all reasonable instructions of the Client in relation to the Services and/or Goods provided that it shall not be liable under the Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
    • If the Client wishes to change the scope or execution of, or vary, the Services and/or Goods, it shall supply details of the requested change or variation to Goose whereupon Goose shall notify the Client, if necessary, of:
      • the likely time required to implement the change or variation;
      • any variations to its charges arising from the change or variation;
      • the likely effect of the change or variation on the scheduled date for the Event; and
      • any other impact of the change or variation on the terms of the Agreement.
    • In relation to any such notification made by Goose pursuant to condition 2, the provisions of condition 2.2 shall apply mutatis mutandis.
    • Goose may, from time to time and without notice, change the Services and/or Goods in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services and/or Goods.
    • Notwithstanding any other provisions of these conditions, Goose shall be entitled at anytime by notice to the Client to refuse to undertake or deliver any of the Services and/or Goods or to make or insist upon changes to the Services and/or Goods where Goose reasonably believes that the performance of such Services and/or Goods could result in breach of any third party’s Intellectual Property Rights or expose Goose to, or cause or result in Goose being subject to, any action, fine, penalty, claim or, proceedings (or the threat or risk thereof) as a result of anything done or omitted to be done by Goose in delivering such Services and/or Goods.
    • If under condition 5, Goose serves notice of any changes to be made to the Services and/or Goods, it shall at the same time supply in relation to such changes the information specified in condition 5.2 whereupon the provisions of condition 2.2 shall apply mutatis mutandis. If the Client refuses to or delays in accepting such changes, Goose may terminate the Agreement by written notice to the Client in which case the provisions of condition 12.3 shall apply.
  2. CHARGES AND PAYMENT
    • The Client shall pay to Goose the Price (together with any applicable value added tax, which shall be added to the Price) in the following manner:
      • 25% of the Price at the commencement of the Agreement;
      • 50% of the Price no later than 60 days prior to the commencement of the Event;
      • the balance of the Price following the payments under conditions 1.1 and 6.1.2 shall be paid within 30 days of the date of Goose’s final invoice which shall be issued after the Event and shall include all agreed changes and amendments to the Price.
    • Without prejudice to any other right or remedy that it may have, if the Client fails to make any payment due under the Agreement on the due date, Goose may:
      • charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and Goose may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
      • suspend delivery of all Services and/or Goods until payment has been made in full.

6.3.         Time for payment shall be of the essence of the Agreement.

6.4.         All sums payable to Goose under the Agreement shall become due immediately on its termination, despite any other provision.  This condition 6.4 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.

  1. LIABILITY
    • This condition 7 sets out the entire financial liability of Goose (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
      • any breach of the Agreement;
      • any use made by the Client of the Services and/or Goods or any part of them; and
      • any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement.
    • All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
    • Nothing in these conditions limits or excludes the liability of Goose:
      • for death or personal injury resulting from negligence; or
      • for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Goose; or
      • for any liability incurred by the Client as a result of any breach by Goose of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
    • Subject to condition 2 and condition 7.3:
      • Goose shall not be liable for:
        • loss of profits; or
        • loss of business; or
        • depletion of goodwill and/or similar losses; or
        • loss of anticipated savings; or
        • loss of goods; or
        • loss of contract; or
        • loss of use; or
        • loss of corruption of data or information; or
        • any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
      • Goose’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Price.
  1. INTELLECTUAL PROPERTY RIGHTS
    • Each party shall be the owner of all Intellectual Property Rights in existence at the date of the Agreement in any material which it has created or the creation of which was undertaken by a third party which it commissioned to create that material.
    • Where any new material is created for the purpose of the Agreement by either party, save to the extent that such material embodies the Intellectual Property Rights of the other party, all the Intellectual Property Rights in such new material shall belong to the party which creates it.
    • Each party grants to the other party a licence to make reasonable use of its Intellectual Property Rights to enable the other party to properly perform its obligations under the Agreement and/or enjoy the benefits of the Services and/or Goods. Save as hereinbefore provided, no party shall use the Intellectual Property Rights of the other party.
    • The Client warrants to Goose that the proper performance by Goose of its obligations under the Agreement, including the use by Goose of any materials or information supplied by, or anything done at the request or on the instructions of, the Client or any Third Party Supplier shall not cause or result in Goose being in breach of the Intellectual Property Rights of any third party or expose Goose to, or cause or result in Goose being subject to, any action, fine, penalty, claim or, proceedings (or the threat or risk thereof) as a result of anything done or omitted to be done by Goose in delivering the Services and/or Goods.
    • The Client shall indemnify and keep Goose fully and effectively indemnified against all losses, damages, reasonable costs, claims, demands or proceedings of whatever nature, arising from any breach by the Client of the warranty in condition 4, including any claim by any third party that the proper performance of the Services and/or Goods pursuant to the Agreement infringe the Intellectual Property Rights of the third party.
    • On termination of this Agreement howsoever arising each party shall:
      • deliver up to the other party all materials provided by the other party under the Agreement together with any copies of any of them which remain in its possession, power or control; and
      • save where already delivered to the other party under condition 6.1, within 7 days of such termination destroy any material created for the purposes of the Agreement which embody any of the Intellectual Property Rights of the other party.

8.5.         This condition 8 shall survive termination of the Agreement, however arising.

  1. RETENTION OF TITLE
    • Where any goods are to be supplied by Goose to the Client under this Agreement, delivery of the goods shall take place when Goose delivers such goods to the Venue or the Client’s premises, whichever is earlier. From the time of delivery, the goods shall be at the Client’s risk.
    • Notwithstanding delivery having been made, property in the goods shall not pass from Goose to the Client until:
      • the Client has paid the Price in full; and
      • no other sums whatsoever are due from the Client to Goose.
    • Until property in the Goods passes to the Client in accordance with clause 2 the Client shall hold such goods on a fiduciary basis as bailee for Goose. The Client shall store the goods (at no cost to Goose) separately from all other goods in its possession and marked (if possible) in such a way that they are clearly identifiable as Goose’s property.
    • Notwithstanding that the goods (or any of them) remain the property of Goose the Client may use the goods in relation to the Event. Any such dealing shall be a use of Goose’s property by the Client on the Client’s own behalf and the Client shall deal as principal when making such dealings.
    • Goose shall be entitled to recover the Price notwithstanding that property in any of the goods has not passed from Goose.
    • Until such time as property in the goods passes from Goose to the Client, the Client shall upon request deliver up to Goose such of the goods as have not ceased to be in existence. If the Client fails to do so, Goose may enter upon any premises owned, occupied, or controlled by the Client where the goods are situated and repossess the goods.  On the making of such request the rights of the Client under clause 4 shall cease.
    • The Client shall not pledge or in any way charge for any indebtedness any of the goods which are the property of Goose.
  2. RECORDING
    • If the Client wishes to or requires the use of any visual or audio recording, it shall give Goose such notice as Goose requires sufficiently in advance of the Event and the use of such visual or audio recording shall be subject to a usage and copyright fee which must be agreed between Goose and the Client in advance and which shall be included as part of the Price.
  3. CONFIDENTIALITY
    • Subject to conditions 2 and 11.3 each party:–
      • shall treat as strictly confidential and use solely for the purposes contemplated by the Agreement all documents materials and other information whether technical or commercial obtained or received by it from the other party as a result of entering into or performing its obligations under the Agreement and relating to the subject matter of the Agreement (“Confidential Information”); and
      • shall not except with the prior written consent of the other party publish or otherwise disclose to any person any Confidential Information obtained or received from the other party.
    • Each party may disclose Confidential Information obtained or received from the other party which would otherwise be subject to condition 1 if but only to the extent that it can demonstrate that:–
      • such disclosure is required by law or by any securities exchange or regulatory or governmental body having jurisdiction over it wherever situated provided that any such disclosure shall not be made without prior notice to the other party ;
      • such Confidential Information was lawfully in its possession prior to its disclosure by the other party (as evidenced by written records) and had not been obtained from the other party;
      • such Confidential Information has come into the public domain other than through its fault or the fault of any person to whom it has disclosed the Confidential Information pursuant to the Agreement,
    • The restrictions contained in this condition 11 shall survive the termination of the Agreement.

 

  1. TERMINATION
    • The Client may at any time terminate the Agreement by giving Goose written notice of such termination. Upon such termination or termination under condition 6, Goose shall send the Client a final account of all commitments and expenses of whatever nature relating to the Services and/or Goods incurred by it pursuant to the Agreement up to the date of the notice.
    • The Client acknowledges that:
      • by entering into the Agreement, Goose, its employees, agents and sub-contractors will incur and/or commit or have to commit or have committed considerable time, efforts and resources towards the proper performance of the obligations of Goose under the Agreement; and
      • damages might not be sufficient to compensate Goose, its employees, agents and sub-contractors for any loss suffered as a result of the termination by the Client of the Agreement under condition 1. Accordingly, the parties agree and accept that if the Client terminates the Agreement under condition 12.1, the provisions of condition 12.3 shall apply.
    • The Client shall be liable to pay to Goose an amount equal to the sum of all commitments and expenses of whatever nature relating to the Services and/or Goods (including the costs and charges of any agent or sub-contractor engaged by Goose in relation to the Services and/or Goods) already incurred by Goose or in respect of which Goose is liable up to the date of the notice of termination, as notified by Goose, plus a cancellation fee calculated as follows (taking into account any payments already made by the Client to Goose under condition 1):-
      • if termination takes place more than 90 days before the first day of the Event, Goose’s charges for those days already worked up to the date of termination plus 25% of its charges for those days not yet worked;
      • if termination takes place more than 60 days but less than 90 days before the first day of the Event, Goose’s charges for those days already worked up to the date of termination plus 50% of its charges for those days not yet worked;
      • if termination takes place more than 30 days but less than 60 days before the first day of the Event, Goose’s charges for those days already worked up to the date of termination plus 75% of its charges for those days not yet worked; and
      • if termination takes place less than 30 days before the first day of the Event, all of Goose’s charges for the days to be worked under the Agreement.
    • For the avoidance of doubt, nothing in condition 3 shall prejudice the duty on Goose, its agents or sub-contractors to mitigate their loss. To the extent any such loss is properly mitigated, the amount payable by the Client pursuant to condition 12.3 in respect of such loss shall be adjusted accordingly.
    • The parties confirm that the cancellation fee payable under condition 3 represent genuine pre-estimates of the loss that Goose, its agents or sub-contractors would suffer in the event of termination of the Agreement by the Client under condition 12.1 or by Goose under condition 5.6.
    • Any payment to be made by the Client to Goose either in respect of the final account submitted by Goose under condition 1 or in respect of the cancellation fee under condition 12.3 (including payment of all outstanding unpaid invoices and interest) shall be paid immediately upon receipt of the invoice in respect of the same.
    • Either party may terminate the Agreement forthwith upon notice in the event that the other:
      • commits a material breach of any of its obligations under the Agreement which breach is incapable of remedy;
      • commits a material breach of any of its obligations under this Agreement which is capable of being remedied but fails to do so within twenty-eight days of receiving notice from the other requiring remedy;
      • enters into a composition or arrangement with its creditors or has a receiver or administrator or administrative receiver appointed or becomes insolvent or unable to pay its debts when they fall due.
    • Upon termination in accordance with this condition 12:
      • the rights and obligations of the parties under the Agreement shall terminate and be of no future effect except that conditions 8 and 11 and any other conditions which by implication survive the termination of the Agreement shall remain in full force and effect;
      • each party shall return to the other party any of the other party’s property that are in its possession or subject to its control;
      • any rights or obligations to which any of the parties to the Agreement may be entitled or be subject before such termination shall remain in full force and effect;
      • termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the circumstances which gave rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of the Agreement which existed at or before the date of termination.
  1. FORCE MAJEURE
    • Goose shall have no liability to the Client under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Goose 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 sub-contractors.
    • Upon the occurrence of any of the events referred to in condition 1, Goose shall:
      • forthwith notify the Client of the nature, extent, effect and likely duration of the event;
      • use all reasonable endeavours to minimise the effect of the event on the performance of its obligations under the Agreement; and
      • subject to clause 3, forthwith after the cessation of the event, notify the Client thereof and resume full performance of its obligations under this Agreement.
    • If the event which delays or prevents the performance by Goose of its obligations under the Agreement continues for a period in excess of one month, the Client shall be entitled to give notice to Goose to terminate this Agreement (without either party having any liability to the other except pursuant to conditions 1, 12.3 and 12.8.2) specifying the date (which shall not be less than seven days after the date on which the notice is given) on which termination will take effect.
  1. MISCELLANEOUS
    • Notice given under the Agreement shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Agreement (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 1 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery.  To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
    • The Agreement constitutes the entire agreement between the parties and shall supersede all promises, representations, warranties or other statements whether written or oral of any nature whatsoever or contained in any leaflet, brochure or other document given by one party to the other concerning such subject matter.
    • The Client acknowledges and agrees that, in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
    • In the event that any of these terms and conditions are held to be invalid or unenforceable or would be valid or enforceable if some part of it were deleted, this shall not affect the validity and enforceability of all remaining provisions and that provision will apply with whatever modification is necessary to make it valid or enforceable. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
    • Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
    • Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    • The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
    • The Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the jurisdiction of the English Courts.
    • The submission by the parties to such jurisdiction shall not limit the right of Goose to commence any proceedings arising out of the Agreement in any other jurisdiction it may consider appropriate.
    • The Client shall be liable to Goose in respect of all Services and/or Goods supplied by Goose subject to the Agreement whether or not such Client purports to contract as an agent. The Client may not without the express prior written agreement of Goose assign the benefit or burden of this Agreement.

 

SCHEDULE 1  –  The Services

(1)           Goose will have regard at all times to the Client’s objectives and instructions in relation to the smooth running and organisation of the Event and shall provide the Client with the following services including (without limitation) the following:

(a)           all matters relating to Event personnel, including, without being limited to, accommodation and travel arrangements;

(b)           organisation of prize money;

(c)           assisting in the development of all organisational printed materials;

(d)           production of signage and advertising boards;

(e)           liaison with city authorities and police;

(f)            organisation of the transport fleet;

(g)           Event infrastructure and all matters connected with equipment;

(h)           radio broadcasting and communications;

(i)            Event preparation and planning;

(j)            liaison with all necessary local authorities;

(k)           ticketing arrangements;

(2)          Close liaison with the Client and their representatives to co-ordinate their respective roles in connection with the Event.