Terms of Business

1. INTERPRETATION
1.1  The following definitions apply in these Conditions:
a) Advance Payment: the non-refundable advance payment set out in the Quotation.
b) Business Day: any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
c) Cancellation Fee: the sum calculated under clause 13.2.
d) Charges: the charges set out in the Quotation, including any Advance Payments.
e) Client: the person or firm placing an Order for the hire of Equipment and/or Services.
f) Conditions: these terms and conditions, as amended from time to time under clauses 10 and 14.6.
g) Consents: all permissions, approvals, licences, certificates and permits necessary to lawfully commence, carry out and complete Delivery and the Services, and to maintain the Equipment — including reserved matters approvals, building regulations, competent authority requirements, and consents of all parties with interests in or over the Site.
h) Contract: the contract between Chord Event Ltd and the Client for the hire of Equipment and/or supply of Services under these Conditions.
i) Delivery: the transfer of physical possession of the Equipment to the Client at the Site.
j) Delivery Date: the date of Delivery specified in the Quotation.
k) Client Responsibilities: the client responsibilities set out in the Quotation.
l) Equipment: the equipment listed in the Quotation, including all substitutions, replacements, renewals and related accessories, manuals and instructions.
m) Intellectual Property Rights: all patents, invention rights, copyright and related rights, trademarks, service marks, trade and domain names, rights in get-up, goodwill and passing-off rights, design rights, software rights, database rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights — whether registered or unregistered — in any jurisdiction.
n) Order: the Client’s order for Equipment and/or Services as set out in the Client’s purchase order or written acceptance of Chord Event Ltd’s quotation.
o) Payment Terms: the payment terms set out in the Quotation.
p) Quotation: the quotation issued by Chord Event Ltd under clause 2.1.
q) Rental Period: as defined in clause 4.1.
r) Replacement Value: the value stated in the Quotation, or if not specified, the full replacement value of the Equipment as determined by Chord Event Ltd or its insurers.
s) Risk Period: any period beyond the Rental Period during which the Equipment remains in the Client’s possession, custody or control.
t) Services: the installation, de-rig and site clearance services provided by Chord Event Ltd as described in the Quotation.
u) Site: the location specified in the Quotation.
v) Termination Date: as defined in the Quotation.
w) Chord Event Ltd: Chord Event Ltd, incorporated in England and Wales (CRN: 10025495) whose registered office is at POLLINGFOLD FARM, HORSHAM ROAD, ELLEN’S GREEN, RH12 3AS.
x) Total Loss: where the Equipment (or any part of it) is, in Chord Event Ltd’s reasonable opinion or that of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
y) VAT: value added tax under the Value Added Tax Act 1994 and any successor or supplementary tax.
 
1.2  A reference to any law includes that law as amended, extended or re-enacted, and any subordinate legislation made under it.
1.3  A person includes any natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4  “Writing” or “written” includes email but not fax.
1.5  A reference to a company includes any company, corporation or other body corporate, wherever incorporated.
1.6  An obligation not to do something includes an obligation to prevent others from doing it on your behalf or under your control.
1.7  Words such as “including” or “in particular” are illustrative and do not limit the preceding words.
1.8  Clause headings do not affect interpretation.
1.9  References to one gender include all genders.
1.10  Words in the singular include the plural and vice versa.

2. BASIS OF CONTRACT
2.1  Chord Event Ltd will provide the Client with a Quotation detailing the Equipment, Services and Charges. Quotations are valid for 28 days from the date of issue.
2.2  The Contract comes into existence (“Commencement Date”) when the Client signs and returns the Quotation to Chord Event Ltd.
2.3  Prior to the Client’s signature, Chord Event Ltd reserves the right to withdraw the Quotation without liability.

3. EQUIPMENT HIRE
3.1  Chord Event Ltd will hire the Equipment to the Client for use at the Site, subject to the terms of this Contract.
3.2  Chord Event Ltd will not, other than in the exercise of its rights under this Contract or applicable law, interfere with the Client’s quiet possession of the Equipment during the Rental Period.
3.3  The Client waives any right to rely on terms in its own documents (including purchase orders or correspondence) unless expressly agreed in writing by Chord Event Ltd.
3.4  The Client acknowledges it has not relied on any statement, promise or representation made on behalf of Chord Event Ltd that is not expressly set out in the Contract.
3.5  All warranties, conditions or other terms implied by statute, common law or trade usage (except those that cannot legally be excluded) are excluded to the fullest extent permitted by law.

4. RENTAL PERIOD
4.1  The Rental Period commences on the Delivery Date and, unless terminated earlier, ends on the Termination Date.

5. CHARGES
5.1  The Client shall pay the Charges to Chord Event Ltd in accordance with the Payment Terms as agreed.
5.2  The Customer shall pay the Rental Payments to the Supplier in accordance with the Payment Schedule. The Rental Payments shall be paid in GBP pounds sterling and shall be made by BACS.
5.3  Charges are exclusive of VAT and any other applicable taxes or duties, which are payable by the Client at the rate prescribed by law.
5.4  All payments shall be made without set-off, counterclaim, deduction or withholding (except any deduction required by law).
5.5  If payment is not received by the due date, Chord Event Ltd may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. Interest accrues daily from the due date at the Bank of England base rate plus the applicable statutory margin, together with any permitted compensation and debt recovery costs.
5.6  If payment remains outstanding three (3) Business Days after the due date, Chord Event Ltd reserves the right, without liability, to:
5.6.1 suspend performance and withhold Delivery;
5.6.2 terminate the Contract under clause 12; and
5.6.3 recover possession of the Equipment.
5.7  On termination, all outstanding Charges and sums due to Chord Event Ltd become immediately payable, regardless of any previously agreed schedule.
5.8  The Client shall reimburse Chord Event Ltd for all reasonable costs (including legal fees and collection charges) incurred in recovering overdue sums.
5.9  Payment is not deemed received until cleared funds are received in full.

6. DELIVERY AND INSTALLATION OF EQUIPMENT
6.1  Delivery
6.1.1  Chord Event Ltd will deliver the Equipment to the Site as specified in the Quotation.
6.1.2  Chord Event Ltd will use all reasonable endeavours to deliver by the Delivery Date.
6.1.3  Chord Event Ltd may deliver in instalments; failure to deliver any single part does not entitle the Client to cancel the Contract.
6.1.4  Chord Event Ltd will use reasonable endeavours to perform installation Services in accordance with the Quotation. The Client shall ensure an authorised representative is present during installation. Acceptance by that representative constitutes conclusive evidence that the Equipment has been found in good condition, complete and fit for purpose (save for latent defects not reasonably apparent on inspection). The Client’s representative shall sign a receipt confirming acceptance with the Handover form.
6.1.5  Chord Event Ltd accepts no responsibility for damage to buried services (including underground utilities and infrastructure) unless agreed in writing.
6.1.6  Where Chord Event Ltd’s personnel or vehicles are delayed on Site due to conditions not attributable to Chord Event Ltd, idle time may be charged at Chord Event Ltd’s standard hourly rate.
6.1.7  If the Client fails to accept Delivery when tendered — except where caused by Chord Event Ltd’s default:
a)  the Equipment shall be deemed delivered at 08:00 on the date Delivery was tendered; and
b)  Chord Event Ltd may store the Equipment and charge the Client for all related costs and expenses (including insurance).
6.1.8  Any visible damage or missing Equipment must be reported in writing within 24 hours of Delivery; otherwise the Equipment is deemed accepted without objection.
 
6.2  Client Obligations
To facilitate Delivery, installation and removal on the Termination Date, the Client shall at its sole cost and risk:
a)  discharge the Client Responsibilities;
b)  provide suitable, safe access to the Site, including a clear, level, stable surface capable of supporting installation vehicles and equipment;
c)  ensure the Site is free of obstructions, including overhead and underground services, unless clearly marked and notified in advance;
d)  notify Chord Event Ltd in writing of precise Equipment positioning no later than ten (10) Business Days before Delivery, with an authorised representative present during installation to confirm final positioning;
e)  ensure the Site and Delivery comply with all applicable laws, including health and safety regulations. Chord Event Ltd may suspend or refuse Delivery if the Site is considered unsafe. The Client must inform Chord Event Ltd of any site-specific health, safety or environmental policies and ensure Chord Event Ltd personnel can comply throughout the Rental Period;
f)  provide Chord Event Ltd personnel with adequate welfare facilities, including access to water, power and toilets when on Site; and
g)  obtain all necessary Consents for Delivery and installation at the Site.
(together, the “Client Obligations”)
 
6.3  Consequences of Failure to Meet Client Obligations
6.3.1  Chord Event Ltd will not be in breach of this Contract to the extent its failure:
a)  results directly or indirectly from the Client’s failure to meet the Client Obligations; and
b)  materially affects Chord Event Ltd’s ability to perform.
6.3.2  Chord Event Ltd will: (a) notify the Client as soon as reasonably practicable of any such failure; and (b) use reasonable endeavours to perform despite the Client’s default.
6.3.3  This clause 6.3 is without prejudice to Chord Event Ltd’s remedies for Client default.
6.3.4  Chord Event Ltd is entitled to recover additional reasonable costs arising directly from the Client’s failure to meet the Client Obligations, in addition to the Charges (which remain payable regardless of whether Chord Event Ltd can perform).
6.3.5  If the Client fails to meet the Client Obligations (in Chord Event Ltd’s reasonable opinion), Chord Event Ltd may: (a) suspend performance until remedied; or (b) terminate the Contract and recover incurred costs. On termination under this clause, all Charges become immediately due.
 
6.4  Changes Due to Site Conditions
6.4.1  If Chord Event Ltd identifies Site conditions that materially differ from those assumed or notified, it reserves the right to: (i) revise the Charges; (ii) apply reasonable additional charges; or (iii) terminate the Contract on the basis of irremediable material breach by the Client.
 
6.5  Temporary Nature of Equipment
6.5.1  The Client acknowledges that the Equipment is hired as a temporary structure and may not be new. It is provided in a condition fit for temporary use, not as a permanent installation.

7. TITLE, RISK AND INSURANCE
7.1  The Equipment remains the sole property of Chord Event Ltd at all times. The Client has no right, title or interest in the Equipment other than the right to possession and use under this Contract.
7.2  Risk of loss, theft, damage or destruction passes to the Client on Delivery (including part-Delivery) and remains with the Client throughout the Rental Period and Risk Period until Chord Event Ltd retakes possession.
7.3  During the Rental Period and Risk Period, the Client shall, at its own expense, maintain the following insurances with reputable insurers (minimum financial strength rating of A- from A.M. Best or equivalent):
a)  all-risks insurance of the Equipment at no less than its full Replacement Value, including cover against loss, damage or destruction by fire, terrorism, theft or accident;
b)  public liability insurance of at least £10 million per claim; and
c)  such further insurance as a prudent owner of the Equipment would maintain, or as Chord Event Ltd may reasonably require, to cover third-party and public liability.
7.4  All insurance policies shall be free from unreasonable restrictions or excess provisions.
7.5  The Client shall not negotiate or settle any insurance claim connected to this Contract without Chord Event Ltd’s consent. Chord Event Ltd may take over negotiations where claims solely relate to this Contract.
7.6  The Client shall provide copies of insurance policies and proof of premium payment upon request.
7.7  All Client insurance policies shall give Chord Event Ltd at least twenty (20) Business Days’ prior written notice of cancellation or material change, and shall name Chord Event Ltd as loss payee on request. The Client is responsible for any deductibles and must notify Chord Event Ltd immediately of any cancellation or material policy change.
7.8  The Client is solely responsible for insurance of the Site or any other location at which Equipment is used.
7.9  If the Client fails to maintain adequate insurance, Chord Event Ltd may procure coverage and recover the cost from the Client.
7.10  The Client shall indemnify and hold Chord Event Ltd harmless from any loss, cost, damage or expense arising from inadequate or lapsed insurance during the Rental Period or Risk Period.

8. CLIENT RESPONSIBILITIES
8.1  During the Rental Period and Risk Period, the Client shall:
8.1.1 keep and operate the Equipment in a suitable environment, for its designed purpose only, by trained and competent staff in accordance with Chord Event Ltd’s instructions;
8.1.2 maintain adequate security in respect of the Equipment;
8.1.3 take all steps necessary (including compliance with safety instructions provided by Chord Event Ltd) to ensure the Equipment is safe and without risk to health when set, used, cleaned or maintained;
8.1.4 comply with all obligations, restrictions and instructions set out in the Contract or notified by Chord Event Ltd;
8.1.5 keep the Equipment in good working condition to the standard delivered on the Delivery Date, excluding fair wear and tear. Unless stated otherwise, the Client shall inspect and maintain the Equipment daily, keeping it clean, securely fixed, free from damage and protected from adverse weather;
8.1.6 make no alteration to the Equipment, and not remove any component without Chord Event Ltd’s prior written consent;
8.1.7 regularly inspect the Equipment and keep Chord Event Ltd informed of all material matters;
8.1.8 immediately notify Chord Event Ltd of any loss, accident or damage during the Rental Period or Risk Period;
8.1.9 keep the Equipment at the designated Site and not relocate it without Chord Event Ltd’s prior written consent;
8.1.10 ensure the Site and Equipment are secure at all times from arrival to removal;
8.1.11 immediately notify Chord Event Ltd of any damage, accident, incident or dangerous condition involving the Equipment, and not alter or clear the Site without written consent;
8.1.12 permit Chord Event Ltd or its authorised representatives to inspect the Equipment at any time, and provide all necessary access and facilities;
8.1.13 maintain operating and maintenance records and provide copies to Chord Event Ltd on request;
8.1.14 permit Chord Event Ltd to exchange or replace the Equipment with equipment of equivalent quality if required for regulatory or contractual reasons;
8.1.15 not part with control of, sell, underlet, lend or create any security interest over the Equipment;
8.1.16 not affix the Equipment to any land or building without Chord Event Ltd’s prior written consent. If Equipment becomes affixed, it must be removable without material damage, and the Client shall repair any damage and indemnify Chord Event Ltd against all resulting losses;
8.1.17 not do or permit anything that may prejudice Chord Event Ltd’s rights or title in the Equipment, and take all steps to ensure Chord Event Ltd can enter and recover the Equipment during or after the Rental Period;
8.1.18 not permit the Equipment to be confiscated or seized under any legal process; if this occurs, immediately notify Chord Event Ltd and use best endeavours to secure the Equipment’s release, indemnifying Chord Event Ltd against all resulting losses;
8.1.19 not use the Equipment for any improper or unlawful purpose;
8.1.20 ensure the Equipment remains clearly identifiable as Chord Event Ltd’s property, with a visible sign to that effect where practicable;
8.1.21 allow Chord Event Ltd or its representatives access to the Site to dismantle and remove the Equipment at the end of the Rental Period or on termination. The Client grants Chord Event Ltd an irrevocable licence for such access and shall ensure all necessary consents are in place; and
8.1.22 not do or permit anything that could invalidate any insurance under clause 7.3 or otherwise maintained by Chord Event Ltd.
 
8.2  The Client acknowledges that Chord Event Ltd is not responsible for loss or damage arising from negligence, misuse or mishandling of the Equipment by the Client, its officers, employees, agents, contractors or any person allowed access to the Site. The Client shall indemnify Chord Event Ltd in full against all liabilities, costs, expenses, damages and losses (including direct, indirect and consequential losses, loss of profit, loss of reputation, interest, penalties and legal costs on a full indemnity basis) arising from any breach of this Contract.

9. WARRANTY
9.1  Chord Event Ltd warrants that the Equipment will substantially conform to the Quotation specification on Delivery, be of satisfactory quality and fit for any purpose represented. Where a material defect manifests on Delivery, Chord Event Ltd will use all reasonable endeavours to remedy it (by repair or replacement with equipment of equivalent quality), free of charge, provided that:
9.1.1 the Client immediately notifies Chord Event Ltd of the defect;
9.1.2 Chord Event Ltd is permitted to fully examine the alleged defect;
9.1.3 the defect did not arise from misuse, neglect, alteration or unauthorised interference;
9.1.4 the defect did not arise from information or assistance supplied by the Client; and
9.1.5 the defect is directly attributable to defective materials, workmanship or design.
9.2  Save as provided in this clause 9, Chord Event Ltd has no liability in respect of any failure to comply with the warranty in clause 9.1.

10. AMENDMENTS AND VARIATIONS
10.1  No variation to the Contract is binding unless agreed under clause 10.3.
10.2  Chord Event Ltd may, with prior notice, make minor changes to the Quotation, Equipment or Services to comply with statutory or safety requirements.
10.3  Variations are processed as follows:
10.3.1 Chord Event Ltd-initiated variations: Chord Event Ltd provides written details of proposed changes, including cost, timing and Contract impact (“Variation Note”).
10.3.2 Client-initiated variations: the Client submits a written request with sufficient information; Chord Event Ltd prepares and issues a Variation Note.
10.3.3 Agreed Variation Notes take effect once both parties confirm acceptance in writing (including by email).
10.4  Chord Event Ltd has no obligation to comply with any variation until written approval is received under clause 10.3.3. The Client’s failure to confirm is not a breach by Chord Event Ltd, nor entitles the Client to compensation for non-performance of the proposed variation.

11. LIMITATION OF LIABILITY
THE CLIENT’S ATTENTION IS SPECIFICALLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 11.
11.1  The restrictions in this clause apply to all liability arising under or in connection with this Contract — whether in contract, tort (including negligence), misrepresentation, restitution or otherwise — including liability arising from the acts or omissions of Chord Event Ltd’s employees, agents or subcontractors.
11.2  Nothing in this Contract limits liability for:
11.2.1 death or personal injury caused by negligence;
11.2.2 fraud or fraudulent misrepresentation;
11.2.3 breach of the terms implied by section 7 of the Supply of Goods and Services Act; or
11.2.4 any matter that cannot lawfully be excluded or restricted.
11.3  Chord Event Ltd’s liability is limited to direct losses only. Chord Event Ltd has no liability for indirect or consequential loss, or for any of the following (whether direct, indirect or consequential, and whether or not foreseeable):
11.3.1 loss of profits;
11.3.2 loss of sales or business;
11.3.3 loss of agreements or contracts;
11.3.4 loss of anticipated savings;
11.3.5 loss of, or corruption to, software, data or information; or
11.3.6 loss of, or damage to, goodwill.
11.4  Subject to clause 11.2, all implied terms as to quality or performance are excluded to the fullest extent permitted by law.
11.5  Subject to clause 11.2, Chord Event Ltd’s total aggregate liability under or in connection with this Contract shall not exceed 100% of the Charges.

12. TERMINATION
12.1  Without affecting any other right or remedy, Chord Event Ltd may terminate or suspend this Contract with immediate effect by written notice if:
12.1.1 the Client fails to pay any amount on its due date;
12.1.2 the Client commits a material breach that is irremediable, or fails to remedy a remediable breach within three (3) days of written notice;
12.1.3 the Client enters administration, liquidation, a creditor arrangement (other than for solvent restructuring), a moratorium, receivership, or ceases to trade, or takes any analogous step in another jurisdiction;
12.1.4 a Total Loss occurs;
12.1.5 the Client suspends or ceases (or threatens to suspend or cease) all or a substantial part of its business; or
12.1.6 the Client’s financial position deteriorates to the extent that its ability to perform under the Contract is reasonably in jeopardy.
12.2  For clause 12.1.2 purposes, a breach of clauses 8.1.1–8.1.4, 8.1.6, 8.1.8–8.1.9, 8.1.11, 8.1.15–8.1.19 or 8.1.22 is a material breach.
12.3  Consequences of Termination
12.3.1  On expiry or termination (however caused):
a)  the Rental Period ends and Chord Event Ltd’s consent to the Client’s possession of the Equipment terminates immediately; and
b)  Chord Event Ltd may, without notice and at the Client’s expense, recover possession of the Equipment and for this purpose may enter the Site or any premises where the Equipment is located.
12.3.2  Until Equipment is returned or recovered, the Client is solely responsible for its safekeeping, condition and risk of loss.
12.3.3  The Client shall pay Chord Event Ltd on demand all outstanding Charges and other sums due, together with accrued interest under clause 5.5 and all costs incurred in recovering the Equipment or collecting sums due (including storage, insurance, repair, transport, legal and remarketing costs).
12.3.4  Provisions of this Contract intended to survive termination remain in full force.
12.3.5  Termination does not affect rights or liabilities accrued before the termination date.
12.3.6  On termination under clause 12.1, clause 6.3.5(b) or repudiation by the Client accepted by Chord Event Ltd, the Client shall pay Chord Event Ltd the Cancellation Fee on demand. This represents agreed compensation for Chord Event Ltd’s loss and is payable in addition to amounts due under clause 12.3.3.

13. CANCELLATION
13.1  The Client may terminate this Contract (whether before or during the Rental Period) for any reason, including adverse weather, by written notice to Chord Event Ltd.
13.2  On Client termination — except where due to Chord Event Ltd’s material breach — Chord Event Ltd may charge a Cancellation Fee. Sums already received (including Advance Payments) are deducted from the Cancellation Fee. The applicable fee is set out below:

Date of Termination : Cancellation Fee
91 or more days before the Delivery Date : No Charge (excluding the Deposit)
31 to 90 days (inclusive) before the Delivery Date : 50% of the Charges
8 to 30 days (inclusive) before the Delivery Date : 75% of the Charges
7 days or fewer before the Delivery Date, or during the Rental Period : 100% of the Charges
 
13.3  The Cancellation Fee becomes immediately due on termination, without prejudice to other sums accrued under the Contract. The Client shall also compensate Chord Event Ltd for:
13.3.1 any work already carried out by Chord Event Ltd and/or its subcontractors; and
13.3.2 any investments made or committed to prior to termination.
These amounts are payable in addition to the Cancellation Fee.
13.4  The payments in clause 13.2 also apply where termination arises from cancellation, postponement, interruption or premature ending of an event connected with:
13.4.1 an epidemic, pandemic or contagious disease (national or international); and/or
13.4.2 any measures imposed by public authorities to manage such occurrences, regardless of foreseeability.