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Terms & Conditions of Service

Effective Date: 1 January 2022

Please read these terms and conditions carefully.

All contracts that we may enter into for the provision of our services shall be governed by these terms and conditions.

In particular, we would like to draw your attention to the limitations and exclusions of liability set out in Clause 14 of these terms and conditions.

1.
Definitions
1.1
In these terms and conditions:
Attendant” means an individual made available by SPB to the Client to deliver, assemble and operate the Equipment, assist in the provision of the Services, and/or disassemble and remove the Equipment following the Event;
Charges” means the charges specified in the Proposal, identified elsewhere in these terms and conditions, or otherwise agreed by the parties in writing;
Client” means the person or entity identified as such in the Proposal, or if no person or entity is expressly identified as such in the Proposal, the addressee of the Proposal;
Client Confidential Information” means the Content, along with any information relating to the Event and disclosed by the Client to SPB in writing during the term of the Contract that at the time of disclosure was marked as “confidential”;
Client Personal Data” means any Personal Data that is processed by SPB on behalf of the Client in relation to the Contract;
Client Obligations” has the meaning given to it in Clause 8;
Content” means any photographs, videos and other digital content (in such file format or formats as SPB may determine) created using the Equipment during the Event, whether by an Attendant or a Guest;
Contract” means a particular contract made under these terms and conditions between SPB and the Client;
Data Protection Laws” means all applicable laws relating to the processing of Personal Data;
Deposit” means any deposit with respect to the Charges specified in the Proposal;
Effective Date” means the date upon which the Client accepts the Proposal in accordance with Clause 2;
Equipment” means the equipment identified in the Proposal, which is to be hired by the Client under these terms and conditions;
Event” means the event with respect to which the Equipment and Services are to be provided, as identified in the Proposal;
Foods” means any foods that SPB supplies or has an obligation to supply to the Client under the Contract, as specified in the Proposal;
Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected;
Guest” means any individual attending the Event (and may include, if the Client is an individual, the Client);
Hire Period” means the hire period for the Equipment specified in the Proposal;
Intellectual Property Rights” means all copyright and other intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights;
Location” means the location for the Event specified in the Proposal;
Permission” means a permission that is given by a third party and is required for the performance of the Services, the delivery, assembly, operation, disassembly and/or removal of the Equipment at the Location, and/or the inclusion or representation of the Location, any Guest, any object or any work in the Content;
Personal Data” means personal data under any of the Data Protection Laws;
Prints” means those photographic prints that SPB agrees to deliver to the Client, as specified in the Proposal or otherwise agreed by the parties in writing;
Proposal” means the written proposal regarding the hire of the Equipment and the supply of the Services sent by SPB to the Client and accepted by the Client in accordance with Clause 2, as it may be varied by the written agreement of the parties from time to time;
Services” means the delivery, assembly, operation, disassembly and removal of the Equipment at the Event, along with any Content processing and Content delivery services specified in the Proposal;
SPB” means Arif Rampuri trading as Showtime Photo Booth of 43-51 New North Road, London N1 6LW; and
Specified Hours” means those hours during the Hire Period when the Equipment will be operational, as specified in the Proposal, and subject to these terms and conditions.
2.
Term
2.1
The Contract shall come into force upon the completion of the following process:
(a)
first, SPB must send the Proposal to the Client;
(b)
second, the Client must give its written agreement to the terms of the Proposal (or pay any Deposit, any Charges due, or other amount due under the Proposal); and
(c)
third, SPB must confirm in writing that the Client’s booking has been accepted.
2.2
The Contract shall continue in force until:
(a)
the Hire Period has ended;
(b)
all the Services have been performed;
(c)
any Content and Prints have been delivered; and
(d)
all the Charges have been paid in cleared funds,
upon which it will terminate automatically, subject to earlier termination in accordance with Clause 16 or the other provisions of the Contract.
2.3
Unless the parties expressly agree otherwise in writing, each accepted Proposal shall create a distinct contract under these terms and conditions.
3.
Delivery and assembly
3.1
SPB shall:
(a)
deliver the Equipment and any Foods to the Client at the Location (or such other place as is agreed by the parties); and
(b)
assemble the Equipment at the Location, subject to the Client’s compliance with the Client Obligations,

at or around a time agreed by the parties, or at a reasonable time before start of the Hire Period. The Client acknowledges that the times for delivery and assembly of the Equipment and for the delivery of any Foods are not of the essence of the Contract.

3.2
The Client must notify SPB of any shortages, loss, damage or other issues as soon as practicable following the Client becoming aware of the issue.
4.
Equipment
4.1
The Client must only use the Equipment for the purposes of the Event.
4.2
The Client must ensure that the Equipment is kept securely at the Location during any overnight period during the Hire Period.
4.3
The Client must ensure that the environmental conditions for the storage of the Equipment are appropriate and meet any requirements reasonably specified by SPB from time to time.
4.4
The Client must not disassemble the Equipment or move the Equipment from the Location.
4.5
The Client must not, and must ensure that the Guests do not, damage the Equipment or act in any way that is likely or liable to result in damage to the Equipment. For the avoidance of doubt, the Client shall be responsible for compensating SPB with respect to any such damage in accordance with Clause 13.1. Any breach of this Clause 4.5 shall constitute a material breach of the Contract.
4.6
The Client must comply, and must ensure that Guests comply, with the reasonable instructions of SPB and any Attendant in relation to the Equipment.
4.7
The Client acknowledges that the Equipment may be temporarily unavailable for use during the Hire Period to enable SP to maintain the Equipment; nonetheless, SPB shall use reasonable endeavours to ensure that the Equipment is operational for at least 95% of the total Specified Hours during the Hire Period.
5.
Attendants
5.1
The Client acknowledges that one or more Attendants will be made available, along with the Equipment, for the purposes of:
(a)
delivery, assembly, disassembly and removal the Equipment; and/or
(b)
operation of the Equipment.
5.2
The Client must not, and must ensure that Guest do not, act in a violent, threatening, aggressive or abusive way to any Attendant. Any breach of this Clause 5.2 shall constitute a material breach of the Contract, and SPB may in the event of such any breach of this Clause 5.2 suspend the provision of the Services, without prejudice to the Client’s obligations to pay the Charges.
6.
Content
6.1
SPB shall deliver any Content to the Client within 7 working days following the Event, providing that SPB may withhold Content if the Client owes any amount to SPB under or in relation to the Contract.
7.
Risk and title
7.1
Risk in the Equipment shall pass from SPB to the Client upon the completion of the delivery of the Equipment, and risk in the Equipment shall pass back to SPB upon the removal of the Equipment by SPB. The Client acknowledges that the Client holds the Equipment as bailee during the Hire Period and that nothing in the Contract shall transfer title in the Equipment to the Client. As between the parties, title to the Equipment shall remain with SPB.
7.2
Risk in and title to any Foods shall pass from SPB to the Client upon delivery of the Equipment to be used in conjunction with those Foods.
7.3
Risk in and title to any Content and Prints shall pass from SPB to the Client upon delivery.
7.4
As title to Equipment remains with SPB, the Client must:
(a)
not mix the Equipment with any other goods held by the Client, ensuring that the Equipment remains readily identifiable as SPB’s property;
(b)
not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;
(c)
notify SPB immediately if the Client become subject to any insolvency event; and
(d)
give to SPB such information relating to the Equipment as SPB may require from time to time.
8.
Client Obligations
8.1
The Client must:
(a)
provide to SPB, or procure for SPB, the facilities, utilities, equipment, consumables, assistance, information and documentation that are specified or referenced in the Proposal as being required of the Client, (including in the guidelines published on the SPB website), or are otherwise requested by SPB and reasonably necessary to enable SPB to perform its obligations under the Contract; and
(b)
obtain all such Permissions as may be required for the delivery, assembly, operation, disassembly and removal of the Equipment and the performance of the Services, (the “Client Obligations“).
9.
Payments
9.1
The Client shall pay the Charges to SPB:
(a)
in accordance with the Proposal, and
(b)
unless specified otherwise in the Proposal, by the earlier of: (i) the date 7 days following the date of issue of the Proposal; and (ii) the date before the first day of the Hire Period.
9.2
The Client must pay the Charges by such means as SPB may specify or agree from time to time (using such payment details as are notified by SPB to the Client from time to time). The Charges must be received by SPB in full, and the Customer must pay any transaction fees arising out of the payment of the Charges to SPB. Accordingly:
(a)
the Customer shall be responsible for ensuring that no transfer fees are deducted from Charges paid to SPB, and that no exchange rate discrepancies or movements result in SPB receiving an amount less than the full amount of the Charges; and
(b)
if the Customer pays the Charges by credit card, debit card or similar means, then the Customer must also pay to SPB the full amount of any fees payable by SPB to any third party with respect to such payments.
9.3
If the Client does not pay any amount properly due to SPB under these terms and conditions, SPB may:
(a)
charge the Client interest on the overdue amount at the rate of 15% per annum (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b)
claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable).
9.4
If the Client does not pay any amount properly due to SPB under these terms and conditions, SPB may decline to deliver the Equipment, Foods, Content and/or Prints and may decline to provide and/or suspend the provision of the Services, without prejudice to the Client’s obligations to pay the Charges.
9.5
If the Client makes a credit card, debit card or other charge-back with respect to the Charges or any part thereof then the Client will be liable to pay SPB, within 48 hours following the issue of SPB’s written request:
(a)
an amount equal to the amount of the charge-back;
(b)
all third party expenses incurred by SPB in relation to the charge-back (including charges made by SPB’s or the Client’s bank or payment processor or card issuer);
(c)
an administration fee of GBP 100 (plus any applicable VAT); and
(d)
all SPB’s reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Clause 9.5 (including without limitation legal fees and debt collection fees).
9.6
All amounts stated in or in relation to these terms and conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes.
10.
Confidentiality
10.1
SPB must:
(a)
keep the Client Confidential Information strictly confidential; and
(b)
not disclose the Client Confidential Information to any person without the Client’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these terms and conditions.
10.2
Notwithstanding Clause 10.1, SPB may disclose the Client Confidential Information to SPB’s officers, employees, professional advisers, insurers, agents, service providers and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.
10.3
This Clause 10 imposes no obligations upon SPB with respect to Client Confidential Information that:
(a)
is known to SPB before disclosure under these terms and conditions and is not subject to any other obligation of confidentiality;
(b)
is or becomes publicly known through no act or default of SPB; or
(c)
is obtained by SPB from a third party in circumstances where SPB has no reason to believe that there has been a breach of an obligation of confidentiality.
10.4
The restrictions in this Clause 10 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of SPB on any recognised stock exchange.
10.5
The provisions of this Clause 10 shall continue in force indefinitely following the termination of the Contract.
11.
No statutory cancellation right
11.1
The Client acknowledges that, even if the Client is a consumer, the Client will have no right to cancel the Contract under Part 3 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, as the Contract is for catering services and/or services related to leisure activities and provides for a specific date or period of performance.
12.
Data protection
12.1
The Client warrants to SPB that it has the legal right to disclose all Personal Data that it does in fact disclose to SPB under or in connection with the Contract, and that SPB has a legal right to process the Personal Data comprised in the Content in accordance with the Contract.
12.2
The Client shall only supply to SPB, and SPB shall only process, in each case under or in relation to the Contract, the Personal Data of persons included in the Content of the following types: likenesses in the Content and associated metadata; and SPB shall only process the Client Personal Data for the following purposes: the provision of the Services and the production and delivery of Content and Prints.
12.3
SPB shall only process the Client Personal Data during the term of the Contract and for not more than 30 days following the end of that term, subject to the other provisions of this Clause 12.
12.4
SPB shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to a third county under the Data Protection Laws).
12.5
SPB shall promptly inform the Client if, in the opinion of SPB, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.
12.6
Notwithstanding any other provision of the Contract, SPB may process the Client Personal Data if and to the extent that SPB is required to do so by applicable law. In such a case, SPB shall inform the Client of the legal requirement before processing, unless that law prohibits such information.
12.7
SPB shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.8
SPB shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data.
12.9
SPB must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, SPB shall inform the Client in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes, then the Client may terminate the Contract on written notice to SPB. SPB shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on SPB by this Clause 12.
12.10
SPB is hereby generally authorised by the Client to engage, as sub-processors with respect to Client Personal Data, and third parties within the following categories: image processing, storage and distribution service providers.
12.11
SPB shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
12.12
SPB shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.
12.13
SPB must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay and, in any case, not later than 72 hours after SPB becomes aware of the breach.
12.14
SPB shall make available to the Client all information necessary to demonstrate the compliance of SPB with its obligations under this Clause 12 and the Data Protection Laws.
12.15
SPB shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of Services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
12.16
SPB shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of SPB’s processing of Client Personal Data with the Data Protection Laws and this Clause 12.
12.17
SPB may charge the Client at its standard time-based charging rates for any work performed by SPB at the request of the Client pursuant to this Clause 12.
13.
Indemnity and warranties
13.1
The Client shall indemnify and keep indemnified SPB against any and all claims, liabilities, damages, costs, losses and expenses (including legal expenses) suffered or incurred by SPB and arising out of:
(a)
any failure of the Client to fulfil the Client Obligations; or
(b)
any other act or omission of the Client or any Guest;
(c)
any infringement of any person’s Intellectual Property Rights or other legal rights arising out of the use of the Content in accordance with the Contract.
13.2
SPB warrants to the Client that the Services will be provided with reasonable skill and care.
13.3
All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these terms and conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
14.
Limitations and exclusions of liability
14.1
Nothing in these terms and conditions will:
(a)
limit or exclude any liability for death or personal injury resulting from negligence;
(b)
limit or exclude any liability for fraud or fraudulent misrepresentation;
(c)
limit any liabilities in any way that is not permitted under applicable law; or
(d)
exclude any liabilities that may not be excluded under applicable law, and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.
14.2
The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these terms and conditions:
(a)
are subject to Clause 14.1; and
(b)
govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
14.3
SPB will not be liable to the Client in respect of:
(a)
any loss of profits or anticipated savings;
(b)
any loss of revenue or income;
(c)
any loss of contracts or opportunities;
(d)
of any loss or corruption of any data, database or software (excluding loss or corruption of the Content, in relation to which Clause 14.7 applies); or
(e)
any special, indirect or consequential loss or damage.
14.4
SPB will not be liable to the Client in respect of any losses arising out of a Force Majeure Event. In particular, SPB will not be liable to the Client in relation to any delay in the delivery, assembly, operation, disassembly and removal of the Equipment at the Event, where such delay arises out of a Force Majeure Event, or out of the Client’s failure to provide SPB with adequate delivery instructions or other instructions.
14.5
SPB will not be liable to the Client in respect of any loss or damage arising in whole or part out of the Client’s breach of Clause 3.2
14.6
The aggregate liability of SPB to the Client under the Contract shall not exceed the greater of:
(a)
GBP 1,500; and
(b)
the total amount paid and payable by the Client to SPB under the Contract.
14.7
Without prejudice to the liability cap in Clauses 14.6:
(a)
if the Equipment is unavailable for use for more than 5% of the total Specified Hours during the Hire Period, then SPB’s liability to the Client with respect to such unavailability shall not exceed a proportional amount of the Charges for the Equipment hire; and
(b)
if SPB has an obligation under the Contract to deliver Content or Prints, and SPB is unable to do so due to the files being corrupted, lost or stolen, SPB’s maximum liability to the Client with respect to such corruption, loss or theft shall be equal to 10% of the Charges under the Contract.
14.8
The Foods may contain peanuts, soy, dairy products, eggs, wheat products and/or other allergens. Whilst SPB and its suppliers will comply with applicable law in relation to the preparation and labelling of the Foods and will take reasonable steps to reduce the risks of cross contamination, SPB does not guarantee that the Foods are 100% safe for people with food allergies and intolerances. Accordingly, subject only to Clause 14.1, SPB will not be liable to the Client in relation to any loss or damage arising out of any allergic reaction or intolerance relating to the Foods.
15.
Force Majeure Event
15.1
If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
16.
Termination
16.1
Either party may terminate the Contract by giving to the other party written notice of termination before the commencement of the Hire Period, subject to Clause 17.
16.2
SPB may terminate the Contract immediately by giving written notice of termination to the other party if the Client commits any material breach of the Contract, or if the Client is or becomes insolvent, bankrupt or unable to pay its debts as they fall due, or if the Client enters into any insolvency or bankruptcy procedure or proceedings.
16.3
SPB may terminate the Contract immediately by giving written notice to the Client if any amount due to be paid by the Client to SPB under the Contract is unpaid by the due date (and remains unpaid upon the date that that written notice of termination is given).
17.
Effects of termination
17.1
If the Contract is terminated by SPB under Clause 16.1, then SPB will give to the Client a full refund of the Charges (including any Deposit).
17.2
If the Contract is terminated by the Client under Clause 16.1 at least 28 clear days before the start of the Hire Period, then SPB will give to the Client a refund of the Charges less:
(a)
the Deposit; and
(b)
any Charges paid or payable with respect to any custom Equipment or Foods, or Equipment or Foods produced or adapted to the Client’s specifications or requirements, providing that if the Deposit and any such Charges have not been previously paid by the Client to SPB, then the Client shall remain liable to pay such Deposit and such Charges to SPB.
17.3
If the Contract is terminated by the Client under Clause 16.1 less than 28 clear days before the start of the Hire Period, then the Client will not be entitled to any refund of the Deposit or Charges (and if the Deposit or any Charges have not been previously paid, then the Client shall remain liable to pay them to SPB).
17.4
If the Contract is terminated, then:
(a)
the Client must immediately cease using the Equipment, and must ensure that the Guest do so; and
(b)
SPB may at any time thereafter enter the Location to disassemble and remove the Equipment (and the Client shall co-operate with all SPB’s reasonable requests in relation to this).
17.5
Except as set out in this Clause 17, the Client shall have no right to any refunds, and no right to be released from liability to pay the Charges, upon or as a result of the termination of the Contract.
17.6
Upon the termination of the Contract, all of the provisions of these terms and conditions shall cease to have effect, save that the following provisions of these terms and conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 9.2, 9.3, 9.5, 10, 12, 13.1, 14, 17 and 18.
17.7
Except to the extent expressly provided otherwise in these terms and conditions, the termination of the Contract shall not affect the accrued rights of either party.
18.
General
18.1
Subject to any express restrictions elsewhere in these terms and conditions, SPB may subcontract any of its obligations under the Contract. SPB shall remain responsible to the Client for the performance of any subcontracted obligations.
18.2
The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
18.3
The Client hereby agrees that SPB may assign SPB’s contractual rights and obligations under the Contract to any third party, providing that, if the Client is a consumer, such action does not serve to reduce the guarantees benefiting the Client under the Contract. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of SPB assign, transfer or otherwise deal with any of the Client’s contractual rights or obligations under the Contract.
18.4
The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party Guest or other third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
18.5
These terms and conditions and the Proposal shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
18.6
The Contract shall be governed by and construed in accordance with English law; and the courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.