1. INTERPRETATION

1.1. In these Terms:

• “Booking Contract” means the sheet to which these Terms are appended;

• “Client” means the person named on the Booking Contract for whom RDG has agreed to provide the Service in accordance with these Terms;

• “RDG’s Charges” means the charges shown in the Booking Contract;

• “RDG Material” means any documents, plans, drawings or other materials (including but not limited to props and training materials) and any information provided by RDG relating to the Service;

• “Contract” means the contract for the provision of the Service;

• “Deposit” means the deposit, if any, paid by the Client in accordance with the Booking Contract;

• “Event Date” means the date on which the Service is to be provided;

• “Service” means the service that is to be provided by RDG for the Client and which is referred to in the Booking Form;

• “Terms” means these Terms and Conditions;

• “Venue” means the location where the Service is provided;

• “Writing” includes fax.

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

2. SUPPLY OF THE SERVICE

2.1. RDG shall provide the Service to the Client subject to these Terms. A director or other authorised signatory of RDG and the Client must agree any changes or additions to the Service or these Terms in writing.

2.2. The Client shall at its own expense supply RDG with all necessary instructions, any information or specific requests relating to the Service, within sufficient time to enable RDG to provide the Service in accordance with the Contract.

2.3. The Client shall at its own cost provide the Venue for the Service and shall be responsible for ensuring the safety and upkeep of the Venue and that it is appropriately insured and that it is in a suitable condition and available on the Programme Dates for the provision of the Service.

2.4. The Service shall be provided by RDG in accordance with the Booking Contract subject to these Terms.

2.5. RDG may at any time (notify the Client) make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements or which do not materially alter the Service to be provided.

3. CHARGES

3.1. Subject to any special terms agreed, the Client shall pay RDG’s Charges and any additional sums which are agreed between RDG and the Client for the provision of the Service (“Agreed Expenses”) or which, in RDG’s sole discretion, are reasonably required as a result of the Client’s instructions or lack of instructions, any variation to the Service requested by the Client, the inaccuracy of any Client Material or any other reasonable cause attributable to the Client.

3.2. If the Service is provided, then the costs of any travel expenses and overnight accommodation and meals incurred by RDG’s employees in connection with the provision of the Service will be deemed to be Agreed Expenses.

3.3. RDG shall be entitled to vary RDG’s Charges from time to time by giving not less than three months’ notice in Writing to the Client.

3.4. All charges quoted to the Client for the provision of the Service, and the Agreed Expenses, are exclusive of any Value Added Tax, for which the Client shall be additionally liable.

3.5. RDG shall be entitled to invoice the Client immediately following each Event Date. If the Service is to be provided on separate Event Dates falling more than 7 days apart, then RDG may invoice the Client in separate instalments following each Event Date.

3.6. RDG’s Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) no later than 30 Business Days after the date of RDG’s invoice.

3.7. If payment is not made on the due date, RDG shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the due date until the outstanding amount is paid in full.

4. RIGHTS IN CLIENT MATERIAL AND RDG MATERIAL

4.1. The property and any copyright or other intellectual property rights in:

• 4.1.1. any Client Material shall belong to the Client;

• 4.1.2. any RDG Material shall belong to RDG, subject only to the right of the Client to use RDG Material for the purposes of utilising the Service as agreed by RDG on or prior to the Event Date.

4.2. RDG and the Client agree to keep all RDG Material and Client Material confidential unless otherwise agreed in Writing.

4.3. The Client hereby licences RDG to use any of its Client Material, including any logos, images and Trade Marks in the RDG Materials designed for the Client.

4.4. RDG and the Client each warrant to the other that any RDG Material and/or Client Material and its use by the other respectively for the purposes of utilising or providing the Service will not infringe the copyright or other rights of any third party.

4.5. The Client shall not be entitled to make or cause to be made any recordings (whether video, sound, film, digital or photographic recordings on any system) of the Service without the prior written consent of one of the directors of RDG.

4.6. The Client shall not be entitled to use, alter, reproduce or publish any RDG Materials or recordings of any part of the Service which are generated or used by the Client in connection with the Service without the prior written consent of one of the directors of RDG and RDG hereby reserves all its rights in respect of such RDG Materials and recordings.

4.7. The Client agrees that if any reproductions of such RDG Materials or recordings are authorised it shall ensure that RDG is appropriately identified with any works which are reproduced.

5. WARRANTIES AND LIABILITY

5.1. RDG warrants to the Client that the Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with and at the intervals and within the times referred to in the Booking Contract. All other warranties or terms, whether expressed or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.

5.2. RDG shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client which are due to any fault or omission by the Client.

5.3. Except in respect of death or personal injury caused by RDG’s negligence, or as expressly provided in these Terms, RDG shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims whether caused by the negligence of RDG, its servants or agents employed by it or otherwise which arise out of or in connection with the provision of the Service or their use by the Client, and the entire liability of RDG under or in connection with the Contract shall not exceed the amount of RDG’s Charges for the provision of the Service.

5.4. RDG shall not be liable to the Client or be deemed to be in breach of the Contract by reason of either any delay in performing, or any failure to perform, any of RDG’s obligations in relation to the Service, if the delay or failure is due to any cause beyond RDG’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm or poor weather, or default of suppliers or sub-contractors.

6. CANCELLATION AND TERMINATION

6.1. The Client shall be entitled to terminate this Contract at any time by giving RDG not less than 30 Business Days’ written notice.

6.2. The Client acknowledges that by reserving specific dates and times in the Booking Contract, RDG may have turned down other opportunities. If the Client cancels or reschedules within 30 Business Days of the Event Date, the Client shall be liable for:

6.3. In addition to the above, the Client shall be liable to RDG for any costs incurred and work completed in relation to the production of any RDG Materials. Such preparatory work shall be charged to the Client on the basis of the hourly rate of the employee engaged in the production of such RDG Materials.

6.4. RDG shall be entitled to issue an invoice immediately upon receiving notice of cancellation or rescheduling.

6.5. If the Client refuses or fails to provide necessary facilities (including the Venue) or does not act reasonably to enable RDG to provide the Service, it shall be treated as a cancellation and subject to clauses 6.1 and 6.2.

6.6. Either party may terminate the Contract with written notice if the other breaches these Terms and fails to remedy such breach within 30 Business Days, or enters into liquidation, bankruptcy, or similar insolvency proceedings.

7. GENERAL

7.1. These Terms and the Booking Contract constitute the entire agreement between the parties and may not be varied except in Writing.

7.2. Notices must be sent in Writing to the address in the Booking Contract or registered office.

7.3. No delay or failure to exercise any right under the Contract shall be deemed a waiver of that right.

7.4. If any provision is deemed invalid, the remainder shall still apply.

7.5. Disputes shall be referred to a single arbitrator appointed by agreement or by the President of the Law Society.

7.6. English law shall govern the Contract, and the parties submit to the non-exclusive jurisdiction of the English courts.