Aztec Exhibition Services

Terms & Conditions

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Definitions and interpretation
In these Conditions, unless the context otherwise requires, the following words have the following meanings:

("Aztec")		Aztec Event Services Limited (company number: 5429795), whose registered office is Wessex House, Upper Market Street, Eastleigh, Hampshire, UK, SO50 9FD;
"Broadcast"		any recording of any nature whatsoever made by Aztec at the Customer's request;
"Customer"		the person whose order for the Equipment and/or Services is accepted by Aztec;
"Conditions"		the standard terms and conditions of business set out in this document and (unless the context otherwise requires) including any variations in accordance with Condition 2.3;
"Contract"		the contract for the hire of the Equipment and/or provision of the Services incorporating the Customer's order as signed by both parties;
"Equipment"		the equipment, personal computers, software, accessories, packaging and audio or video cassettes (including any part thereof) which Aztec is to supply in accordance with the Contract;
"IPR"		all present and future patents, trade marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database right, trade secrets, know-how, industrial or intellectual property rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom);
"Services"		the services or any of them (including the supply of any Equipment) which Aztec is to provide in accordance with the Contract; and
"Site"		any location (other than Aztec's premises) where the Services are to be provided;

Basis of business

2.1

Aztec shall provide and the Customer shall accept the Equipment and/ or Services subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.

2.3

No variation of these Conditions shall be binding unless signed in writing by the authorised representative of Aztec.

2.4

Aztec's employees or agents are not authorised to make any representations concerning the Equipment and/or Services unless confirmed by Aztec in writing. The Customer acknowledges that this Contract represents the entire agreement of the parties in relation to the subject matter hereof and it does not rely on any advice or recommendations given by Aztec or its employees or agents to the Customer or its employees or agents as to the quality, performance, fitness for purpose, functionality, use, application or storage of the Equipment which is not confirmed in writing by Aztec and accordingly Aztec shall not be liable for any such advice or recommendation which is not so confirmed (except in the case of fraudulent representations).

2.5

Any typographical or clerical error or omission in documents issued by Aztec may be corrected without liability on the part of Aztec.

Orders and specifications

3.1

Any order or instruction required to be given by the Customer to Aztec shall be given to Aztec or its authorised representative in writing. Aztec shall not be liable for the consequences of any inaccuracies or misunderstandings resulting from any order or instructions by the Customer not received by Aztec in writing.

3.2

All orders are subject to availability of the Equipment and Services and to written acceptance by an authorised representative of Aztec. No order or instruction shall be deemed to be accepted until Aztec has written to the Customer accepting the order or instruction.

3.3

The Customer shall be responsible to Aztec for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving Aztec any necessary information relating to the Equipment and/or Services within a sufficient time to enable Aztec to perform the Contract in accordance with its terms.

3.4

The description of, and/or any specification for, the Equipment and/or Services shall be those set out in Aztec's quotation or order acknowledgement and the Customer shall be responsible for ensuring its accuracy or adequacy.

3.5

The Equipment and Services are subject to change without notice to comply with safety and statutory requirements.

Price of Equipment and Services

4.1

The price of the Equipment and Services shall be the price stated in Aztec's quotation or order acknowledgement.

4.2

Aztec reserves the right by giving notice to the Customer at any time before delivery, to increase the price of the Equipment and/or Services to reflect any increase in the cost to Aztec which is due to any factor beyond the control of Aztec, any change in delivery dates, quantities or specifications for the Equipment and/or Services which is requested by the Customer, or any delay caused by instructions of the Customer or failure of the Customer to give Aztec accurate information or instructions.

4.3

The price is exclusive of any applicable Value Added Tax which the Customer shall be additionally liable to pay to Aztec.

Payment terms

5.1

Subject to any special terms agreed in writing by Aztec, the Customer shall pay Aztec the price (and any VAT) of the hire of Equipment and/or provision of Services within 30 days of the date of invoice notwithstanding that the hire of Equipment or provision of Services has not been completed.

5.2

All payments shall be made in full without deduction in respect of any set-off or counterclaim.

5.3

5.3 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to Aztec, Aztec shall be entitled to:

(a)

cancel the Contract, remove the Equipment or suspend the provision of any Services to the Customer;

(b)

appropriate any payment made by the Customer to such of the Equipment or Services (or Equipment or Services supplied under any other contract between Aztec and the Customer) as Aztec may think fit (notwithstanding any purported appropriation by the Customer); and

(c)

charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of

(i)

4 per cent per annum over the base rate for the time being of Barclays Bank PLC; or

(ii)

2 per cent per month whichever is the greater, (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) until payment is made.

5.4

Aztec reserves the right at any time to demand payment on account or other security before hiring the Equipment of providing the Services.

5.5

Any deposit paid to Aztec by the Customer shall be returned to the Customer without interest when the Equipment has been returned without damage to Aztec and all other monies due to Aztec whether under the Contract or otherwise have been fully paid.

Cancellation

6.1

Without prejudice to any other right or remedy available to Aztec in the event of cancellation of an order for hire of Equipment or provision of Services by the Customer, Aztec reserves the right to make a cancellation charge.

6.2

If cancellation occurs within the seven days preceding the proposed date of Equipment hire or provision of the Services, the cancellation charge shall be an amount equivalent to 50 per cent of the value of the order which would have been payable under the Contract.

6.3

If cancellation occurs on the day of or on the working day immediately preceding or at anytime after the proposed commencement date of the hire of Equipment or provision of Services, the total of the hire charges and cost of Services which would have been payable under the Contract shall be payable in full by the Customer to Aztec.

Delivery and suitability

7.1

The Equipment shall be delivered and the Services shall be provided at such time and place as shall be mutually agreed between the Customer and Aztec.

7.2

Aztec shall use its reasonable endeavours to comply with any delivery schedule, but will not be liable for non-delivery by a specific time or date or within a specified time from receipt of the order.

7.3

Except where Aztec has agreed in writing Aztec shall have no responsibility to the Customer for the unsuitability of the Equipment for the purpose which the Customer intends to use the Equipment.

Risk and property

8.1

Unless otherwise agreed to in writing by Aztec, risk of damage to or loss of the Equipment shall at all times be with the Customer.

8.2

The Equipment remains at all time the property of Aztec and the Customer shall have no right, title or interest in the Equipment other than contained in the Conditions.

8.3

Except where Aztec has agreed in writing the Customer shall not sell, sub-let or otherwise dispose of or part with the Equipment or do or permit to be done any act or thing which may jeopardise Aztec's rights. The Customer shall keep the Equipment in its possession and free from lien, charge or encumbrance so that the Equipment shall at all times remain Aztec's property and, upon request, to inform Aztec of the location of the Equipment and permit or procure Aztec's agents to inspect or remove Equipment.

Insurance and damage

9.1

The Customer shall pay to Aztec the sum due for insurance as stated in Aztec's quotation or, if Aztec so decides, the Customer shall at its own expense for the period of the Contract take out and maintain all risks insurance with a reputable insurer approved by Aztec for the full new replacement value of the Equipment.

9.2

Unless provision of insurance is expressly stated in the quotation, insurance of the Equipment is the responsibility of the Customer whether or not Aztec staff are present/operating the Equipment. If Aztec insure the Equipment the Customer still has a duty of care. In the case of theft/loss/damage an excess charge of £1,000 is applicable for each and every item.

9.3

At the request of Aztec, the Customer shall produce to Aztec evidence of insurance.

9.4

Any loss or damage to the Equipment including loss or damage caused by misuse, alteration or non-familiarity with the Equipment is the sole responsibility of the Customer who will indemnify Aztec against all loss (including loss of profits and consequential loss), for the cost of repair or full replacement value of the Equipment as the case may be.

9.5

The Customer must not repair or attempt to repair or request a third party to repair or attempt to repair the Equipment without the prior written consent of Aztec.

10.

Use of the Equipment and provision of the Services

10.1

The Customer undertakes to Aztec to take all precautions necessary to ensure the physical safety and security of the Equipment while in the possession or control of the Customer or on Site.

10.2

The Customer shall procure all necessary licences and consents relating to any acts of broadcasting, projection, recording, transmission or other communication and the use of live or pre-recorded material for such purpose and the Customer shall indemnify Aztec against all loss, damages, costs, and expenses incurred by Aztec relating to any claim that the use, broadcast, projection, recording, transmission or other communication of any material infringes any copyright, trade mark or, without limitation, other intellectual property rights of any third party or is undertaken without a valid and effective licence or permission from any relevant licensing or other regulatory authority in the territory concerned.

10.3

If the Customer wishes to remove from and use the Equipment outside the United Kingdom the Customer must first obtain Aztec's prior written consent and shall be responsible for obtaining all customs clearances for the export and re-import of the Equipment into the United Kingdom and shall pay all duties and shall comply with all laws and regulations governing the use of the Equipment in the country of destination.

10.4

Where Aztec is providing Services:

(a)

the Customer will not permit the Equipment to be operated other than by Aztec personnel nor open the outer case of the Equipment or otherwise interfere with the Equipment or remove any notices or serial numbers.

(b)

the Customer agrees to grant Aztec free access to and to make available such facilities on the Site at such times as Aztec may reasonably require to enable Aztec to provide the Services.

(c)

the Customer agrees to take all reasonable precautions on Site to protect the health and safety of Aztec's employees, agents and sub-contractors.

(d)

The Customer agrees to observe and procure that its employees and agents observe all rules and regulations for the time being in force while working at Aztec's premises.

10.5

Where the Customer is hiring Equipment and until the Equipment is returned to Aztec:

(a)

the Customer agrees to notify Aztec forthwith of any repair or maintenance required to Equipment.

(b)

the Customer shall ensure Equipment is used only in a proper manner without risk to health and safety and not contrary to any law or for any purpose for which the Equipment is not designed or reasonably suitable.

(c)

the Customer shall not modify the Equipment, remove any notices or serial numbers or, unless required for normal operation, open any outer case.

(d)

The Customer shall return the Equipment to Aztec at the end of the hire period in good working condition. The Customer shall remain fully responsible for the safety, protection, repair and condition of the Equipment until it is in the possession of Aztec at the place stipulated by Aztec's authorised representative. The Customer will indemnify Aztec for any loss including loss of earnings and consequential loss Aztec may suffer as a result of any failure to comply with this clause.

11.

Aztec's obligations and liability

11.1

The Customer acknowledges that the Equipment is produced / manufactured by third parties.

11.2

Aztec shall pass to the Customer the benefit of any warranties, terms and or conditions provided by the manufacturer of the Equipment.

11.3

Aztec shall use its reasonable endeavours to provide the Equipment or Services in all material respects in accordance with these Conditions exercising all reasonable skill and care.

11.4

Aztec does not exclude liability in respect of death or personal injury caused by Aztec's negligence and Conditions 11.5 and 11.6 do not apply to such liability.

11.5

Aztec shall not be liable to the Customer in connection with the Contract whether in contract, tort (including negligence) or otherwise for any loss of profits, loss of savings, consequential loss or damage whatsoever (whether reasonably foreseeable or not).

11.6

Aztec shall have no liability unless the Customer gives Aztec reasonable details in writing of its claim within three months of the occurrence of the matter or, if the Customer was not aware of the matter, the date on which it ought reasonably have discovered it, giving rise to the claim and then, subject to the provisions of this Condition 11, Aztec's liability shall be limited to the amount received by Aztec from the Customer in relation to the hire of Equipment or provision of Services (as the case may be).

11.7

If the Equipment is found by Aztec to be defective or in need of repair then Aztec shall be entitled at its option to repair or replace the defective Equipment or refund an appropriate proportion the hire price.

11.8

Aztec shall not be liable in respect of any Equipment which has been repaired, altered or interfered with in any way by the Customer its employees or agents, or has been the subject of any accidental damage caused by any innocent, wilful or negligent act or omission of the Customer, its employees or agents or through use of the Equipment contrary to the manufacturer's instructions by the Customer its employees or agents.

11.9

Other than expressly set out in these Conditions there are no express or implied warranties, conditions or terms (including without limitation) terms of fitness for a particular purpose and/or of satisfactory quality.

11.10

The Customer is advised not to supply Aztec with original material as if lost or damaged Aztec's liability is limited to the cost of replacing blank material only.

12.

Year 2000

12.1

Aztec warrants that the Equipment shall be Year 2000 compliant. This warranty does not apply to any part of the Equipment which is produced or supplied by a third party and, in relation to such parts of the Equipment, Aztec shall pass on to the Customer the benefit of any year 2000 compliance warranty provided by such third party. Aztec shall not be liable in any way whatsoever for any failure in the Equipment or provision of Services caused by a failure by any third party equipment or network.

13.

Sale of Equipment

13.1

Aztec may agree in writing to sell the Equipment and the Customer may agree to buy the Equipment.

13.2

Notwithstanding delivery of the Equipment, or any other provision of these Conditions, the title in the Equipment (including any IPR of Aztec in the Equipment which are agreed to be sold) shall not pass to the Customer until Aztec has received in cash or cleared funds payment in full of the price of the Equipment agreed to be sold by Aztec to the Customers for which payment is then due.

13.3

Until such time as the title in the Equipment, passes to the Customer:

(a)

the Customer shall hold the Equipment as Aztec's fiduciary agent and bailee, and shall keep the Equipment separate from those of the Customer and third parties and properly stored, protected, insured and identified as Aztec's property. Until that time the Customer shall be entitled to use the Equipment in the ordinary course of its business.

(b)

Aztec shall be entitled at any time to require the Customer to deliver up the Equipment to Aztec and to terminate the Customer's licence to use any IPR, and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Equipment are stored and repossess the Equipment and Aztec shall not be responsible for any damage caused by using reasonable force to enter the premises.

(c)

the Customer shall not be entitled to sell the Equipment to any third party without Aztec's prior written consent. If the Equipment is sold without Aztec's prior written consent then without prejudice to any right or remedy of Aztec) all monies owing by the Customer to Aztec shall forthwith become due and payable.

(d)

the Customer shall account to Aztec for the proceeds of sale or otherwise of the Equipment whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from monies or property of the Customer and third parties, and in the case of tangible proceeds, properly stored, protected and insured.

13.4

The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Equipment which remain the property of Aztec, but if the Customer does so all monies owing by the Customer to Aztec shall (without prejudice to any other right or remedy of Aztec) forthwith become due and payable.

14.

Force Majeure

14.1

Aztec shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Aztec's obligations in relation to the Equipment, if the delay or failure was due to any cause beyond Aztec's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Aztec's reasonable control:

(a)

Act of God, explosion, flood, tempest, fire or accident;

(b)

strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Aztec or third parties);

(c)

war or threat of war, sabotage, insurrection, civil disturbance or requisition;

(d)

import or export regulations or embargos;

(e)

difficulties in obtaining raw materials, labour, fuel, parts or machinery; and

(f)

power failure or breakdown in machinery.

15.

Intellectual Property

15.1

All IPR in the Equipment shall remain the absolute property of Aztec and /or its licensors. The Customer shall comply with all instructions in relation to the use of the Equipment as may be issued by Aztec and/or its licensors from time to time.

15.2

All IPR in the Broadcast shall upon payment of Aztec's fees in full, vest in the Customer and, to the extent that such rights do not automatically vest in the Customer, Aztec hereby assigns such rights to the Customer.

15.3

The Customer hereby grants Aztec a non-exclusive, royalty free, worldwide licence to use the Broadcasts for the sole purpose of demonstrating and promoting Aztec's Services and/or Equipment to customers and potential customers.

16.

Indemnity

16.1

The Customer hereby indemnifies Aztec against any and all liability (including costs and expenses) arising from any claim that any Broadcast infringes the IPR of any third party.

16.2

The Customer hereby indemnifies Aztec against any and all liability (including costs and expenses) arising from:

any use of the Equipment with any third party software, hardware or other material which has not been supplied by Aztec; and

any failure by the Customer to comply with any instruction issued by Aztec and/or it's licensors from time to time in relation to the use of the Equipment.

17.

Termination

17.1

This Condition applies if:

(a)

the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of a solvent amalgamation or reconstruction);

(b)

an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Customer;

(c)

the Customer ceases, or threatens to cease, to carry on business;

(d)

if there is a material change of organisation, methods of control or management of the Customer;

(e)

Aztec reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly; or

(f)

if the Customer is in breach of any of these Conditions.

17.2

If this Condition applies then, without prejudice to any other right or remedy available to Aztec, Aztec shall be entitled to cancel the Contract or suspend any further orders without liability to the Customer, repossess Equipment, and if any Services or Equipment have been provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

17.3

Upon termination and notwithstanding later acceptance of monies by Aztec the Customer shall no longer be in possession of the Equipment with Aztec's consent and without affecting any other rights and remedies of Aztec the Customer shall:

(a)

at its expense forthwith return Equipment to Aztec and in default Aztec may without notice repossess Equipment and for this purpose freely enter any premises where Equipment is believed located and Aztec shall not be responsible for any damage caused by using reasonable force to enter such premises; and

(b)

become immediately liable to pay Aztec all costs and expenses of Aztec in locating, repossessing and restoring the Equipment collecting any sums due or obtaining the proper performance of the Customer's obligations under these Conditions.

18.

Change of details

18.1

The Customer shall notify Aztec in writing of any change in the Customer's address or other contact details and any material change in the organisation, methods of control or management of the Customer.

19.

Assignment/Sub-contract

19.1

Aztec may at any time assign, transfer, charge or deal in any other manner with its interest in the Contract or any of its rights under it , or sub-contract any or all of its obligations under it.

20.

Miscellaneous

20.1

Any notice to either party under these Conditions shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at or sent by prepaid first class post, prepaid recorded delivery, telex or facsimile to the address of the party as notified in writing from time to time.

20.2

Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it under the Contract by the other party without in any way prejudicing or affecting its rights in respect of any other liability or right not so released, compounded, compromised, waived or postponed.

20.3

No single or partial exercise or failure or delay in exercising any right, power or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under the Contract or otherwise.

20.4

To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

20.5

Where any liability or obligation is undertaken by two or more persons, the liability or obligation of each of them shall be joint and several.

20.6

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

20.7

The headings in these Conditions are for convenience only and shall not affect their interpretation.

21.

Governing law and jurisdiction

21.1

These Conditions shall be governed by and construed in accordance with English law.

21.2

Each of the parties irrevocably submits for all purposes in connection with these Conditions to the non-exclusive jurisdiction of the courts of England.