PROFILE AND FASHION ENTER LTD

TERMS AND CONDITIONS

1.1 These terms and conditions together with the order form or letter to which they are attached (“the Request”) will form a binding contract between the Client named on the Request (“Client”) and Fashion Enter which shall constitute the entire agreement between Client and Fashion Enter and apply to any trading agreement or other contract or arrangement between Client and Fashion Enter; For the purposes of this documentation the Event relates to Profile Fashion Show (“Profile”).

1.2 These terms apply to the exclusion of all other terms or conditions of contract Client may propose and shall not be varied unless agreed notified in writing to Fashion Enter with a 10 working day notification period. The variances must then be agreed and signed by Fashion Enter.

2. FASHION ENTER LTD

2.1 In consideration of the payment by Client to Fashion Enter Ltd for “ Profile” the Fees as set out in the Request, Fashion Enter Ltd agrees to provide to Client the “Profile” event described in the Request in accordance with the Proposal, with reasonable and due care and with due diligence in accordance with and subject to these terms.

3. CLIENT

3.1 Client will co-operate with and act in good faith towards both Profile and Fashion Enter and provide on request such information and source materials including those listed in the Request (“Materials”) as Fashion Enter are to incorporate in providing the Works and Profile or Fashion Enter require to carry out its obligations hereunder.

4. PAYMENT

4.1 Prior to commencement of the Works Client shall pay Fashion Enter the Deposit and thereafter Client shall pay Fashion Enter the Fees without deduction or set-off (with VAT thereon) within 30 days of receipt of a valid invoice unless specified otherwise in the Request.

4.2 Fashion Enter shall be entitled to charge interest on any overdue payment at the rate of 4% over HSBC Bank’s base rate prevailing at the time.

4.3 Fashion Enter may charge additional Fees in accordance with its then prevailing rates:

4.3.1 in the event of delays or additional Works caused or required by Client including its failure to provide Fashion Enter with such information, Materials, instructions or approvals as are reasonably required for the supply of the Works properly and / or on time;

4.3.2 in the event of changes to the cost of labour, materials, services and other circumstances outside of Fashion Enter’s reasonable control.

4.3.3 in the event that Client requires the supply of Works, goods and services in addition to those described in the Request or any variation, extension, change or alteration to the Works (“Change”).

4.4 In the event that Client requires any Change, Fashion Enter and Client shall, prior to such change being effective or implemented, agree:

4.4.1 the nature of the Change;

4.4.2 the procedures for implementation of such Change; and

4.4.3 the variation to the Fees.

4.5 Until any Change is formally agreed between Client and Fashion Enter, Fashion Enter will continue to perform and be paid for the Works as if the Change had not been proposed, unless otherwise requested by Client.

4.6 All and any Changes to the Works shall be reflected and accompanied by appropriate amendments to the Proposal and Fees.

4.7 Client shall reimburse Fashion Enter for all reasonable expenses properly incurred by Profile and Fashion Enter in the provision of the Works, including without limitation any postage and courier fees. 

5. INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY

5.1 All copyright, design rights, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Profile and Fashion Enter, in supplying the Works and under - 2 - this Agreement will vest in and belong to Fashion Enter unless otherwise agreed and specified in writing on the Request or otherwise and signed by both Parties.

5.2 Client shall have the Rights of Use set out in the Request which rights shall take effect on receipt by Fashion Enter of the Fees. Where no such rights are specified Client is granted a non-exclusive licence to use the Works for the Purpose described in the Request, Proposal or other Works documentation.

5.3 Client grants Fashion Enter a nonexclusive royalty free licence to use the Materials for all purposes relating to this Agreement and warrants that it has obtained and is fully entitled to grant Fashion Enter these rights and that the Materials are free of racist, defamatory, obscene and other legally restricted material.

5.4 Each Party undertakes that it will keep secret and confidential the terms of this Agreement and any information supplied by either party in connection with this Agreement or in connection with the business of the other and in connection with the Works and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of Client prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);

5.5 Client undertakes to Fashion Enter to indemnify and hold harmless Fashion Enter in full and defend at its own expense Fashion Enter against all costs, damages and losses incurred by Fashion Enter arising out of its use of the Materials or breach of this clause 5.

5.6 Client shall not modify, adapt, translate or re-implement the Works without the prior written consent of Fashion Enter or as otherwise permitted by law where all modifications, adaptations, translations shall belong to and vest in Fashion Enter.

5.7 Fashion Enter will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

5.8 The other party can not credit the event as their own on their website or any other media.

5.9 No photography or video footage can be used for internal presentations, marketing purposes or advertising unless credited to ‘NY Profile Show produced by Rah Productions’.

6.APPROVAL 

6.1 Client shall inspect the Works regularly and shall inform Fashion Enter immediately if it does not approve any part of them because such do not comply with the Proposal or are defective in material and workmanship and if it does not do so within 48 hours of completion of the Works or part thereof then Client shall be deemed to approve and accepted them.

7. LIABILITY AND WARRANTY

7.1 Subject to Clause 7.2 below, Fashion Enter’s liability for any direct loss or damage howsoever caused and whether in tort (including negligence), contract or otherwise shall not exceed the amount of the Fees.

7.2 Fashion Enter shall not be liable to Client for any consequential or indirect loss or damage.

7.3 When instructions or advice are given or received orally by Fashion Enter, it shall have no liability to Client for any misunderstanding unless backed up in writing.

7.4 Fashion Enter shall have no liability to Client in respect of the Materials. On completion of the Works Client agrees to collect the Materials within 2 months of completion of the works, failing which, Fashion Enter may dispose of them on giving Client 14 days notice.

7.5 Client shall be responsible for and shall take out such insurance cover as it shall reasonably determine appropriate in relation to all risks arising out of this Agreement including without limitation in respect of its clothing and other goods, personnel, premises, stage, sets, locations and other facilities whilst in transit or at any location.

7.6 Neither party’s liability for death or personal injury shall be limited or excluded by this Agreement but Client shall indemnify Fashion Enter in relation any and all costs, loss and damages suffered by Fashion Enter, arising out of the death or personal injury of any employee, contractor, freelancer or personnel of Fashion Enter, the Client or any third party caused whilst on Client’s premises or relating to Client’s personnel, premises, venue, stage, sets, locations and other facilities and not attributable to the default of Fashion Enter.

8. LEGISLATION

8.1 Client shall comply with all applicable rules, regulations, codes of practice and laws relating to these Terms and its use of the Works including without limitation its obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998 and E-commerce Directive and equivalent legislation;

9. THIRD PARTY MATERIALS AND SERVICES

9.1 Fashion Enter and Profile gives no warranty, representation or undertaking in relation to any materials, services or works of the Client and any third party and excludes all liability for relating to all Client and third party goods, personnel, premises, stage, sets, locations and other facilities. 

9.2 Prior to any selection, use or reproduction by Client of Works, Fashion Enter shall use reasonable efforts to, on reasonable request of Client, provide Client with copies and evidence of such rights, clearances, permissions and licences as shall be necessary for the use of the Works by Client.

9.3 Subject to and provided that Fashion Enter acts in accordance with this clause 5 above, Client agrees, accepts and acknowledges that it is and shall be responsible for its selection and use of all Works and contracting with any third parties in relation thereto and that it shall be responsible for making reasonable enquiries into the copyright and all other like rights in any Works.

9.4 Subject to the foregoing Fashion Enter shall have no liability to Client whatsoever in relation to the Works and gives no warranty and makes no representation as to whether Works contain or are free from racist, defamatory, sexually explicit, defamatory, slanderous obscene or other legally restricted material and explicitly excludes all and any liability in relation thereto.

10. RISK AND TITLE

10.1 Risk in the Works will pass to Client on dispatch to Client of the Works.

10.2 Until payment in full has been received in cleared funds by Fashion Enter in respect of the Works, title in the Works shall remain with.

11. TERMINATION

11.1. Fashion Enter shall be entitled to immediately restrict, suspend or terminate the Works and Client’s use of any Works and or terminate this Agreement upon Client’s material breach of this Agreement (including without limitation the non-payment of any sum as and when due) unless Client remedies such breach within 14 days of its occurrence.

11.2 Fashion Enter will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of Fashion Enter including without limitation Internet outages, communications outages, fire, flood, war or act of God.

11.3 Client may not unilaterally cancel its order of the Works or otherwise terminate this Agreement (save in the event of a material breach by Fashion Enter of a fundamental term of this Agreement) at any time without payment of the Fees in full.

11.4 During the course of this Agreement and for a period of 12 months afterwards, Client shall not solicit the staff of Fashion Enter or entice them to transfer their employment or services.

12. GENERAL

12.1 Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.

12.2 If at any time any part of this Agreement is or becomes unenforceable, such part will at Fashion Enter’s option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.

12.3 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.

12.4 Any additional sponsor, funder or associate to Profile and Fashion Enter is at the sole discretion and responsibility of Fashion Enter. No other joint partnership in an event has the rights of access to that sponsor, funder or associate and the subsequent use of Fashion Enter’s and Profiles sponsorship material. All photographic images and DVD footage is the sole ownership of Fashion Enter. It is expressly forbidden that any form of contact be made to Fashion Enter’s sponsors either directly or indirectly, expressly or by implication, written or implied.

12.5 Any joint collaboration for Profile must have all branding, press releases, wording, brochures etc fully approved by Fashion Enter. Profile branding is not to be marginalised by any joint collaboration with a clear 50% 50% display of Client or Partners logo and branding.

12.6 Client shall not assign the benefit or burden of this Agreement without the prior written consent of Fashion Enter.

12.7 No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.8 These Terms are made and shall be construed in accordance with the laws of England and the Parties submit to the non-exclusive jurisdiction of the English courts.

Signed to confirm acceptance:

Fashion Enter Ltd – Fashion House - 1^st Floor – 28 Station Approach – Hayes – Kent – BR2 7EH

T: 0208 462 9620 – E: info@fashion-enter.com 

www.fashion-enter.com – www.fashioncapital.co.uk

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