(a) By your agreement to the Booking Terms you acknowledge that you are aware of and accept the terms and conditions set out below (“Terms and Conditions”). These Terms and Conditions together with the information, specifications and prices comprised in the Booking Terms shall form the contract between you and us in respect of us providing either online or in person or live the services of a Teacher or Teachers and Props to enable students to experience and practice the art of Puppetry (Hand & Rod) for the Workshop referred to on the Booking Form (“Workshop Contract”).
(b) The Contract shall be effective upon acceptance by you of the Booking Terms (which may be given by way of signature of a physical booking form or by agreement given using any online booking app).
(c) In the event of any inconsistency between these Terms and Conditions and any the Booking Terms these Terms and Conditions shall apply.
(d) The Contract shall not be varied except by agreement in writing signed by or digitally agreed to and accepted by each of us and you.
In these terms and conditions, the following words and phrases shall have the meanings set out next to them:
“Booking Terms” shall mean the details (such as time, date, location, price, fees and so on) of the booking made by you with us as shown on a physical booking form or in a booking made using an online booking app
“Contract” shall mean the Workshop Contract (save where specifically stated to the contrary);
“Intellectual Property Rights” shall mean patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to use and preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and rights to 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.
“Materials” shall mean all material (whether in digital or physical form or format) furnished by us for the purposes of the Workshop, including all Props, designs, artwork, logos or any other type of physical or digital material including any specifically described in the Booking Terms.
“Participant” means any and all students participating in the Workshop
“Props” shall mean all physical items provided for students to practice puppetry at the Workshop including rehearsal puppets.
“Teacher” shall mean Jess Parker or any other approved puppetry teacher engaged by us for the Workshop. We will advise you of the name of the Teacher attending the Workshop no later than two (2) days prior to the Workshop date.
“Usage” shall mean the agreed licensed uses of the Materials pursuant to the terms of the Contract
“Us” / “our” / “we” shall mean Jess Parker t/a Parker Puppetry
“You” / “your” shall mean the person firm or company signing or accepting the Booking Terms
3. Fees and Payment
(a) One hundred percent (100%) of the Workshop Costs as set out in the Booking Terms plus VAT (where applicable) shall be paid to us by the earlier of (i) thirty (30) days after acceptance by you of the Booking Terms; and (ii) the date which is five (5) working days prior to the Workshop.
(b) Should you wish us to carry out any additional or extra work in connection with the Workshop which is not set out and agreed in the Booking Terms, we reserve the right to vary the Booking Terms previously agreed with you. Any subsequent variation to the Booking Terms shall only be effective if confirmed either in writing in a separate addendum signed by or on behalf of both of us and you or by you agreeing to such additional terms using any online booking app.
(c) You further acknowledge that unless a separate addendum is so signed (or agreement is confirmed digitally) and payment is made in accordance therewith we shall not be obliged to carry out any additional or extra work in connection with the Workshop.
(d) Neither we nor any Teacher shall be obliged to commence the Workshop, nor will any Materials be made available to you unless and until one hundred per cent (100%) of payments due to us have been made in full in accordance with the terms hereof.
(e) We reserve the right to charge interest if any invoice is unpaid after thirty (30) days at four percent (4%) above the HSBC base rate, such interest accruing at a daily rate both before and after any judgment.
(a) In the event of a cancellation of the Workshop requested by you in writing (email to suffice) and/or caused by your default and/or neglect prior to the date of the Workshop (or during the Workshop) you agree to pay us the following percentage of Fees and Workshop Costs:
(i) Cancellation of Workshop on the date which is fourteen (14) days prior to the commencement of the Workshop or at any time after that date: one hundred percent (100%) of Fees and any Workshop Costs incurred by us and/or which we are committed to pay;
(ii) Cancellation of the Workshop prior to the date which is fourteen (14) days prior to the commencement of the Workshop: thirty percent (30%) of the Fees.
(b) You shall pay to us the sums due arising from such cancellation within five (5) working days of written notice (email to suffice) from us specifying such amount.
(c) In the event of a postponement of the Workshop requested by you in writing (email to suffice) and/or caused by your neglect and/or default but which is agreed to by us in writing (email to suffice) then (unless the Workshop is rescheduled to a date within three (3) months after the date it was previously agreed to take place) such postponement shall be deemed a cancellation of the Workshop and the cancellation fees referred to in paragraph (a)(i) above shall apply on the basis that the deemed cancellation was notified less than fourteen (14) days prior to the date of the Workshop.
(d) In the event that you request a postponement of your participation in a Workshop as provided above with a request to reschedule for the same Workshop on another date (no later than three (3) months after the original date then the Fees will not be refunded but will be transferred towards the cost of the new Workshop on the re-arranged date PROVIDED THAT any transfer to another date will be agreed to by us ONCE only (so that any cancellation of the new agreed date will result in the Fees being forfeited and not refunded).
5. Materials and Workshop
(a) The copyright and any and all related rights in the Materials shall remain vested in us and no such rights are or shall be assigned or transferred by the Contract.
(b) You hereby irrevocably and unconditionally:
(i) consent to us filming Participants solely for the purposes of and in connection with the Workshop (“Class Footage”);
(ii) waive in perpetuity the benefits of any provision of law known as moral rights or any similar law in any country and undertake not to commence or support an action for infringement of such rights;
(iii) acknowledge that we are and shall be the owner of the Materials, the Class Footage and the Intellectual Property Rights in the foregoing;
(iv) (to the extent that legal title or rights in and to any of the Materials, the Class Footage and the Intellectual Property Rights in the foregoing vests in you), assign to us all such title and rights in perpetuity free of all encumbrances and with no obligation on us to make any payment in respect of the use thereof.
(v) confirm that you have the right to enter into this release letter and to grant the consents rights and consents herein expressed to be granted and understand that we have been induced to proceed with the Workshop, distribution and exploitation of the Class in reliance upon this release letter;
(vi) agree not to divulge or disclose any information of any nature or kind relating to the Workshop, the Materials or to our general affairs; and
(c) Should it be necessary to obtain copyright clearances and/or any other consents or permissions from any third party in respect of the Materials you shall be entirely responsible for obtaining such clearances at your own expense and you shall indemnify us from and against any and all expenses, damages, claims and legal costs arising out of your failure to do so.
(d) You will ensure that the number of Participants at the Works shop shall not exceed the number specified in the Booking Terms
6. Our Obligations
(a) We hereby undertake that we shall not use any of the Class Footage (or any stills taken therefrom) for any commercial purpose other than for the purpose of promoting or advertising similar classes or workshops which we may do in our absolute discretion and without payment to you.
(b) We confirm that any Teacher shall be enhanced DBS checked, Safeguard trained through NSPCC and covered by a suitable public liability policy.
7. Force Majeure
(a) “Force Majeure Event” means any circumstance not within our reasonable control including, without limitation:
(i) acts of God, flood, drought, earthquake or other natural disaster;
(ii) epidemic or pandemic;
(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(iv) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
(v) collapse of buildings, fire, explosion or accident; and
(vi) any labour or trade dispute, strikes, industrial action or lockouts;
(vii) interruption or failure of utility service or internet access (including power failure or breakdown in machinery or equipment on our premises or externally) that materially affects or hampers our ability to render services hereunder.
(b) We do not provide insurance to cover cancellation, postponement or abandonment of the Workshop due to any Force Majeure Event. If the Workshop has to be cancelled or postponed as a consequence of a Force Majeure event the following provisions shall apply.
(c) If we are prevented, hindered or delayed in or from performing any of our obligations under this agreement by a Force Majeure Event, we shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. Your corresponding obligations will also be suspended, and the time for performance of such obligations extended, to the same extent.
(d) We shall:
(i) as soon as reasonably practicable after the start of the Force Majeure Event, notify you in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on our ability to perform any of our obligations under the agreement; and
(ii) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of our obligations and this will include (if possible) postponing any affected Workshop to a new date (no later than three (3) months after the original date).
(e) If the Force Majeure Event prevents, hinders or delays the performance of our obligations for a continuous period of more than two (2) weeks, we may terminate this agreement without liability by giving written notice to you no later than seven (7) days after the expiry of the two (2) week period.
8. Limitation of Liability
(a) Nothing set out herein excludes our liability for (i) death or personal injury caused by our negligence or wilful default; (ii) any fraudulent written pre-contractual misrepresentations made by us on which you can be shown to have relied; and (iii) any other liability which by law cannot be excluded.
(b) We shall not be liable for any consequential or indirect loss whatsoever, including any loss of profits, revenues, business, or anticipated savings. Subject to the foregoing our liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising by reason of or in connection with the Workshop shall be limited to the Fees paid by you.
This contract between us and the Booking Terms shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the English Courts.