Terms & Conditions
Crewsaders Ltd – Terms and Conditions for Supply of Services
- Definitions and Interpretation
1.1 In these Conditions, the following definitions apply:
• Charges: the charges payable by the Client for the supply of the Services in accordance with clauses 6 and 7.
• Client: the person or firm who purchases Services from Crewsaders.
• Conditions: these terms and conditions as amended by Crewsaders from time to time.
• Contract: the contract between Crewsaders and the Client for the supply of Services in accordance with these Conditions.
• Crew: those personnel of Crewsaders employed or engaged by Crewsaders in the provision of the Services.
• Crew Chief: that member (or those members) of the Crew responsible for receiving instructions from the Client (pursuant to clause 5.1.2) and relaying them to the Crew as notified to the Client by Crewsaders.
• Crewsaders: Crewsaders Limited registered in England and Wales with company number 6468608 whose registered office is The Studio, 114 Old Station Road, Hampton-in-Arden,
Solihull B92 0HF.
• Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party).
• Hours of Call: the period specified in the Order Confirmation, beginning at the Start Time, during which the Services will be provided.
• Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.
• Order: the Client’s order for Services as set out in the Client’s purchase order form or the Client’s written acceptance of Crewsaders’ quotation, as the case may be.
• Order Confirmation: the written confirmation from Crewsaders to the Client of Crewsaders’ acceptance of the Order.
• Services: the services supplied by Crewsaders to the Client as set out in the Order Confirmation.
• Start Time: the time that the provision of the Services is scheduled to begin pursuant to the Order Confirmation.
• UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
• Venue: the venue at which the Services are to be performed, whether belonging to the Client or otherwise.
1.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.3. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4. A reference to writing or written includes fax and email.
- Basis of contract
2.1 The Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions. The Order shall only be deemed to be accepted when Crewsaders issues the Order Confirmation at which point and on which date the Contract shall come into existence.
2.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Crewsaders which is not set out in the Contract.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 Any quotation given by Crewsaders shall not constitute an offer and shall be valid in respect of availability of Crew only at the time it is given.
2.5. Any samples, drawings, descriptive matter or advertising issued by Crewsaders, and any descriptions or illustrations contained in Crewsaders catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- Changes to the Order
3.1 Where reasonably practicable, Crewsaders shall (in its absolute discretion) accommodate changes to the Order requested by the Client but shall be under no obligation to do so. In any event, no changes to the Order will be accepted unless requested at least 3 hours before the Start Time.
3.2 Any request to change the Order shall be made by the Client to Crewsaders:
3.2.1(if made 24 hours or less before the Start Time or on a non-business day) by telephone to the year-round telephone number notified to the Client by Crewsaders; or
3.2.2(if more than 24 hours before the Start Time on a business day) by email to the email address notified to the Client by Crewsaders, or to the telephone number described above.
3.3 The Client shall not be entitled to request changes to the Order by SMS, or by direct request to the
Crew or the Crew Chief and no changes requested by the Client in this way will be accepted unless otherwise agreed between the Parties in writing.
3.4 Where Crewsaders accepts a change to the Order, it shall (as soon as reasonably practicable) raise and send to the Client a further Order Confirmation detailing the changes and any applicable additional Charges. If a change to the Order results in additional Charges, Crewsaders shall be entitled (in its absolute discretion) to issue a separate invoice for the additional Charges. Any changes accepted by Crewsaders form part of the Contract.
- Supply of Services
4.1 Subject to the rights in this clause 4 and on the basis of the client’s obligations at clause 5.1, Crewsaders shall provide the Crew to supply the Services to the Client at the Venue during the Hours of Call.
4.2 Crewsaders shall have the right to suspend the provision of the Services if, in the opinion (at his absolute discretion) of the Crew Chief (or, if no Crew Chief is present, any Crew member), to continue to provide the Services as instructed by the Client would put any person at risk of injury or is in contravention of any applicable health and safety laws, regulations or policies, or would constitute a breach of any other law, and Crewsaders shall notify the Client in any such event.
4.3 Crewsaders shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Crewsaders shall notify the Client in any such event.
4.4 Crewsaders shall not be required to perform the Services for any third party other than the Client.
- Client’s obligations
5.1 The Client shall:
5.1.1 ensure that the terms of the Order and any other information it provides are complete and accurate, including but not limited to the Start Time and the date on which the Services are to be performed, the Hours of Call, details of the Venue, the Crew required, and details of any specialist skills required of the Crew;
5.1.2 provide supervision of, and instructions to, the Crew at all times while the Crew are present at the Venue. The Client shall instruct the Crew solely through the Crew Chief (or, where no Crew Chief is present, through such Crew member as Crewsaders shall notify to the Client). The Client acknowledges that it is responsible for the instruction of the Crew in order to achieve the provision of the Services;
5.1.3 ensure that at all times during the performance of the Services there is on site at the Venue a representative of the Client, the details of whom are notified to Crewsaders at or prior to commencement of the Services, and this representative shall make themselves available to Crewsaders, the Crew Chief and/or the Crew during the provision of the Services;
5.1.4 provide Crewsaders, its employees, agents, consultants and subcontractors, with access to the Venue and other facilities as reasonably required by Crewsaders;
5.1.5 provide Crewsaders with such information and materials as Crewsaders may reasonably require in order to supply the Services and ensure that such information is accurate in all material respects;
5.1.6 prepare the Venue for the supply of the Services in advance of the Start Time; and
5.1.7 obtain and maintain all necessary licences, permissions and consents which may be required in order to perform the Services at the Venue.
5.1.8 comply with all applicable laws, including health and safety laws; and
5.1.9 comply with any additional obligations set out by Crewsaders.
5.2 Crewsaders shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Crewsaders’ failure or delay to perform any of its obligations under the Contract to the extent that such performance is prevented or delayed by any act or omission of the Client or failure by the Client to perform any relevant obligation.
5.3 The Client shall be responsible for and shall indemnify Crewsaders, its employees and agents and third parties against any costs, losses, liabilities, damages, costs, charges, penalties, fines and expenses (including legal fees and expenses) (collectively “Costs”) suffered or incurred by Crewsaders as a result of any act, omission and/or negligence of the Client save to the extent that such Costs are caused by the negligent act or omission of Crewsaders its employees or agents.
6.1 The Charges for the Services shall be as set out in the Order Confirmation.
6.2 Crewsaders reserve its right to require the Client to pay a deposit for the Services. The amount due will be set out in the Order Confirmation and will be non-refundable.
6.3. Any deposit charged by Crewsaders shall promptly be paid in full once the Order Confirmation has been issued by Crewsaders and in any event before Crewsaders commences the Services unless otherwise agreed in writing between the Parties. In the event of breach of this clause 6.3 Crewsaders reserves the right not to provide the Services.
6.4 Crewsaders shall be entitled to charge the Client (and the Client shall pay) for any additional work by the Crew outside the Hours of Call together with any expenses reasonably incurred over and above those Charges set out in the Order Confirmation including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Crewsaders for the performance of the Services, and for the cost of any materials where such expenses arise as a result of instructions given by the Client to the Crew Chief (or, where no Crew Chief is present, any Crew member) during the provision of the Services. Crewsaders shall invoice the Client for such expenses pursuant to this clause 6.
- Payment for the Services
7.1. Crewsaders shall invoice the Client on completion of the Services or, where the Services are to be performed in stages, Crewsaders shall be entitled to invoice the Client for the Services then performed after each stage of the Services is completed.
7.2. The Client shall pay each invoice submitted by Crewsaders within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated in writing by Crewsaders, and time for payment shall be of the essence of the Contract.
7.3. All amounts payable by the Client under the Contract are exclusive of VAT, which the Client shall additionally be liable to pay to Crewsaders at the prevailing rate, subject to the receipt of a valid VAT invoice.
7.4. Without limiting any other right or remedy of Crewsaders, if the Client fails to make any payment due to Crewsaders under the Contract by the due date for payment, Crewsaders shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current base rate of National Westminster Bank plc (or any other bank nominated by Crewsaders from time to time) accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
7.5. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Crewsaders in order to justify withholding payment of any such amount in whole or in part. Crewsaders may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Crewsaders to the Client.
8.1 If the client wishes to cancel the Order then this must be communicated to Crewsaders in writing between the hours of 08.00am and 18.00pm Monday to Friday excluding public holidays (“Working Hours”).
8.2. If the Client cancels the Order prior to the provision of the Services, Crewsaders shall be entitled to charge the Client:
8.2.1 100% of the Charges if the Client cancels the Order 24 Working Hours or less before the Start Time;
8.2.2. 50% of the Charges if the Client cancels the Order less than 48 Working Hours but more than 24 Working Hours before the Start Time; and
8.2.3. 25% of the Charges if the Client cancels the Order less than 5 days but more than 48 Working Hours before the Start Time.
8.3 In the event the Client cancels the Order Crewsaders will not be able to deploy Crew engaged or employed to provide the Services to an alternative venue and the provisions of clause 8.2 will continue to apply.
- Crew information
9.1 Where the Client requests identification information about the Crew, Crewsaders shall (subject to clause 9.2) endeavour to provide such information no later than 48 hours before the Start Time, or (in the case of a request received less than 48 hours before the Start Time) as soon as reasonably practicable following receipt of a request.
9.2 Any information provided by Crewsaders in accordance with this clause or otherwise is to be kept confidential by the Client as set out in clause 16 and the Client is to comply with its requirements under the Data Protection Legislation in relation to the maintenance and handling of this information as set out in clause 11.
9.3 Crewsaders shall be entitled to change the individual Crew members who are to provide the Services when required due to illness or other events outside its control.
- Intellectual Property Rights
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 Client) shall be owned by Crewsaders.
- Data Protection
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 11 the term ‘Applicable Laws’ means (for so long as and to the extent that they apply to Crewsaders) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and the ‘Domestic UK Law’ means the UK Data Protection Legislation and any other law that applies in the UK.
11.2 The parties acknowledge that for the purposes of the Data Protection Legislation:
11.2.1 the Client is the data controller and Crewsaders is the data processor of any personal data provided by the Client to Crewsaders under the Contract; and
11.2.2 Crewsaders is the data controller and the Client is the data processor of any personal data provided by Crewsaders to the Client under the Contract.
11.3 Without prejudice to the generality of clause 11.1 the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Crewsaders for the duration and purposes of the Contract.
11.4 Without prejudice to the generality of clause 11.1, each party shall, in relation to any personal data it processes as a data processor in connection with the performance of its obligations under the Contract:
11.4.1. process that personal data only on the documented written instructions of the data controller unless it is required by Applicable Laws to otherwise process that personal data. Where a party is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, that party shall promptly notify the data controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit that party from so notifying the data controller;
11.4.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
11.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
11.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the data controller has been obtained and the following conditions are fulfilled:
(a) it has implemented appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) it complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) it complies with reasonable instructions notified to it in advance by the data controller with respect to the processing of the personal data;
11.4.5. assist the data controller in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
11.4.6 notify the data controller without undue delay on becoming aware of a personal data breach;
11.4.7 at the written direction of the data controller, delete or return personal data and copies thereof to the data controller on termination of the Contract unless required by Applicable Law to store the personal data; and
11.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and allow for audits by the data controller or the data controller’s designated auditor and immediately inform the data controller if, in its opinion, an instruction infringes the Data Protection Legislation.
11.5 Where either party acts as a data processor in relation to any personal data it processes in connection with the performance of its obligations under the Contract, it shall not appoint any third party processor of personal data under the Contract unless the data controller has consented to this in writing (such consent not to be unreasonably withheld or delayed).
11.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
- Limitation of liability
12.1 Nothing in these Conditions shall limit or exclude Crewsaders’ liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or for fraud or fraudulent misrepresentation.
12.2 Subject to clause 12.1, Crewsaders shall in no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or loss of revenue, or any indirect or consequential loss arising under or in connection with the Contract.
12.3 Subject to clause 12.1, Crewsaders’ total liability to the Client shall be limited as follows:
12.3.1 in respect of damage to or loss of land and buildings (including but not limited to the Venue), Crewsaders’ liability shall be limited to £1,000,000 in aggregate;
12.3.2 in respect of damage to or loss of all other physical property Crewsaders’ liability shall (subject to clauses 12.3.4 and 12.3.5) be limited to £5,000 per item of property; and
12.3.3 in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, Crewsaders’ aggregate liability shall in no circumstances exceed the greater of (a) 100% of the total Charges payable under the Contract and (b) £10,000.
12.3.4 If Crewsaders is responsible for any loss of or damage to any item of equipment it shall (at its option) have the right to replace the lost or damaged item with an equivalent item of new equipment and where it elects to do so, Crewsaders shall be entitled to retain the damaged item of equipment replaced and shall have no further liability to the Client in respect of the lost or damaged equipment. In any event, Crewsaders’ liability in respect of equipment shall be subject to the limit in clause 12.3.2.
12.3.5 Any claim by the Client in respect of any loss of or damage to physical property (including equipment) shall be notified to Crewsaders in writing as soon as reasonably practicable and in any event within 72 hours of when the Client became aware of the loss or damage, or ought reasonably to have become aware of the loss or damage. Crewsaders shall have no liability for any loss or damage to physical property (including equipment) which is notified to it after such time.
12.3.6 Subject to clause 12.1, Crewsaders shall in no circumstances whatever be liable to the Client for loss or damage to property (real or personal) where such loss or damage arises as a result of any instruction given by the Client to the Crew Chief (or, where no Crew Chief is present, any Crew member) and where the Crew Chief (or Crew member, as appropriate) has alerted the Client that the performance of such instruction carries a risk of damage or loss to such property, and the Client so instructs the Crew Chief (or Crew) nonetheless.
12.3.7 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3.8 This clause 12 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice if the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach.
13.2 Without limiting its other rights or remedies, Crewsaders shall have the right to terminate the Contract or suspend provision of the Services under the Contract or any other contract between the Client and Crewsaders if:
13.2.1 the Client becomes subject to any event of insolvency, liquidation, administration, receivership, winding-up or similar, or Crewsaders reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment; or
13.2.2 the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
13.2.3 the Client’s financial position deteriorates to such an extent that in Crewsaders’ opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
13.2.4 there is a change in control of the Client; or.
13.2.5 the Client fails to pay any amount due under the Contract on the due date for payment.
13.3 Without affecting any other right or remedy available to it, Crewsaders may suspend the supply of Services under the Contract or any other contract between the Client and Crewsaders if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 13.2 or Crewsaders reasonably believes that the Client is about to become subject to any of them.
- Consequences of termination
On termination of the Contract for any reason:
14.1 the Client shall immediately pay to Crewsaders all of Crewsaders’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Crewsaders shall submit an invoice, which shall be payable by the Client immediately on receipt;
14.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and
14.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15.1 The Client shall not (except with the prior written consent of Crewsaders) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Crewsaders any person employed or engaged by Crewsaders in the provision of the Services, at any time during the provision of the Services or for a further period of 6 months afterwards other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of Crewsaders.
15.2 If the Client commits any breach of clause 15.1, it shall, on demand, pay to Crewsaders a sum equal to one year’s basic salary or the annual fee that was payable by Crewsaders to that employee, worker or independent contractor plus the recruitment costs incurred by Crewsaders in replacing such person.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except that each party may disclose the other party’s confidential information:
16.1. to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16 and
16.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
17.1 Crewsaders shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of an event beyond its reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Crewsaders or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
17.2 Any notice required to be given pursuant to the Contract shall be in writing and sent either by prepaid recorded delivery or registered post to Crewsaders or the Client to the address specified in the Order Confirmation and any such notice shall be deemed to have been received by the addressee at the time of delivery. This clause 17.2 shall not apply to the service of any proceedings or other documents in any legal action.
17.3 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
17.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
17.6 Crewsaders 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.
17.7 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.
If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Crewsaders.
- Governing law and jurisdiction
This Contract shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.