Engagement Terms and Conditions 

These terms form the basis of my engagements with all my clients. By confirming an engagement with me you agree to the following terms and conditions, unless agreed in writing at the start of an engagement.

1 Interpretation
The following definitions and rules of interpretation apply in these Conditions. 1.1 Definitions: 1.1.1 “Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 1.1.2 “Charges” the charges payable by the Customer for the supply of the Services in accordance with clause 5. 1.1.3 “Commencement Date” has the meaning given in clause 2.2. 1.1.4 “Conditions” these terms and conditions as amended from time to time in accordance with clause 11.5. 1.1.5 “Contract” the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions. 1.1.6 “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly. 1.1.7 “Customer” the person or firm who purchases Services from the Supplier. 1.1.8 “Customer Default” has the meaning set out in clause 4.2. 1.1.9 “Deliverables”  the deliverables set out in the Order / the Specification produced by the Supplier for the Customer. 1.1.10 “Intellectual Property Rights” patents,  rights to inventions, copyright and related rights,  trademarks, business names and domain names, rights in get-up goodwill and the right to sue for passing off , rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 1.1.11 “Order” the Customer’s order for Services as set out in the the Customer’s written acceptance of the Supplier’s quotation or Specification 1.1.12 “Services” the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification. 1.1.13 “Specification” the description or specification of the Services provided by the Supplier to the Customer. 1.1.14 “Supplier” Sophie Fullerlove, Cultural Consultant and Theatre Producer 1.1.15 “Supplier Materials” has the meaning set out in clause 4.1.7.

2. Basis of Contract
2.1 These Conditions apply to the Engagement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 2.2 These Conditions shall apply subject to any contrary provisions contained in the Specification.

3 Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. 3.2 The Supplier shall use all reasonable endeavours to meet any performance dates agreed in writing between the Supplier and the Customer but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4 Customer’s Obligations
4.1 The Customer shall: 4.1.1 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 4.1.2 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

5 Charges and Payment
5.1 The Charges for the Services shall be calculated as set out in the Specification. 5.1.1 the Supplier shall be entitled to charge the Customer for expenses as detailed in the Specification. 5.2 The Supplier shall invoice the Customer on completion of the Services or as detailed in the Specification. 5.3 The Customer shall pay each invoice submitted by the Supplier within 14 days of the date of the invoice. 5.4 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6 Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. 6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence or licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business. 6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2. 6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

7 Limitation of Liability:
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
7.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 7.2 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract. 7.3 Nothing in the Contract limits any liability which cannot legally be limited. 7.4 Subject to clause 8.3 (No limitation in respect of deliberate default), and clause 8.5 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer Shall not exceed the value of all sums payable by the Customer to the Supplier as set out in the Specifications. 7.5 Subject clause 8.3 (No limitation in respect of deliberate default), clause 8.4 (No limitation of customer’s payment obligations) and clause 8.5 (Liabilities which cannot legally be limited), this clause 8.8 sets out the types of loss that are wholly excluded: 7.5.1 loss of profits. 7.5.2 loss of sales or business. 7.5.3 loss of agreements or contracts. 7.5.4 loss of anticipated savings. 7.5.5 loss of use or corruption of software, data or information. 7.5.6 loss of or damage to goodwill; and 7.5.7 indirect or consequential loss. 7.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 7.7 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 7.8 This clause 8 shall survive termination of the Contract.

8 Termination
8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 month’s written notice. 8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 8.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so; 8.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

9 Consequences of Termination
9.1 On termination or expiry of the Contract: 9.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and in the case of work done by the Supplier but for which no Services have yet been supplied, the Supplier will promptly supply all such Services and then submit an invoice as set out above; 9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination [or expiry]. 9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination[or expiry of the Contract shall remain in full force and effect.

10 General
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 10.2 Assignment and other dealings. 10.2.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. 10.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier. 10.3 Confidentiality. 10.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 2 years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2. 10.3.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 10.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. 10.4 Entire agreement. 10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 10.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 10.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 10.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 10.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 10.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 10.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims).