Structure Rentals – General Terms & Conditions

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  1. DEFINITIONS
    1.1 “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
    1.2 “Client” means the party contracting with Showblock Ltd (hereinafter referred to as “Showblock”) for the hire of the Structure and Contents (as defined below).
    1.3 “Commencement Date” means the date the Contract (as defined below) commences, as specified in the Contract Details (defined below).
    1.4 “Contract” refers to the agreement between Showblock and the Client for the hire of the Structure and Contents, incorporating these general terms and conditions, the Contract Details, and any schedules.
    1.5 “Contract Details” refers to the section of the Contract that outlines the specific terms agreed upon by the parties.
    1.6 “Delivery” means the transfer of physical possession of the Structure and Contents to the Client.
    1.7 “Intellectual Property Rights” shall include but not be limited to patents, utility models, rights to inventions, copyright and neighboring 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 for, 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.
    1.8 “De-rig” means the dismantling and loading of the Structures and Contents onto Showblock’s or a designated carrier’s vehicle(s).
    1.9 “Project Fee” means the sum payable by the Client for the hire of the Structure and Contents, as specified in the Contract Details.
    1.10 “Services” means any services supplied by Showblock in connection with the provision of the Structure and Contents.
    1.11 “Structure and Contents” means the structures and contents provided by Showblock as specified in the Contract Details and any schedules.
  2. HIRE PERIOD
    The hire period (the “Hire Period”) starts on the Delivery date and shall continue until the completion of the De-rig unless terminated earlier in accordance with these general terms and conditions.
  3. PAYMENT TERMS
    3.1 The Client shall pay the Project Fee to Showblock in accordance with the payment terms specified in the Contract Details.
    3.2 The Project Fee is exclusive of VAT, which shall be payable by the Client at the rate and in the manner prescribed by law.
    3.3 If the Client fails to make any payment due to Showblock under the Contract by the due date for payment, then, without prejudice to any other right or remedy available to Showblock:
    a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue
    sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; b) Showblock may suspend all Services or any part thereof until payment has been made in full.
    c) Showblock shall be entitled to terminate the Contract if the Client fails to make payment within thirty (30) days after receiving written notice of the overdue payment.
    3.4 In the event of any dispute relating to an invoice issued by Showblock under the Contract, the Client must notify Showblock in writing within five (5) Business Days of receiving the invoice, setting out in detail the reasons for the dispute and the amount disputed. Failure by the Client to notify Showblock within the specified timeframe will result in the invoice being deemed accepted and final by the Client.
    3.5 Upon receiving a dispute notice, both Showblock and the Client shall make good faith efforts to resolve the dispute within thirty (30) Business Days of Showblock receiving such notice. During the dispute resolution period, the Client is obliged to pay the undisputed portion of the invoice in accordance with the payment terms of the Contract.
    3.6 If the dispute cannot be resolved amicably within the specified period, the disputed amount shall be determined according to the jurisdiction clause of the Contract. However, initiating a dispute does not exempt the Client from their obligation to pay any amounts not disputed in accordance with the terms of the Contract.
  4. DELIVERY AND INSTALLATION
    4.1 Showblock shall deliver the Structure and Contents to the Delivery location on the agreed Delivery date.
    4.2 The Client is responsible for ensuring that a duly authorized representative is present during installation, and acceptance of installation shall constitute conclusive evidence that the Client has inspected and accepted the Structure and Contents.
  5. REINSTALLATION FEE
    5.1 In consideration of the provision of Services as stipulated in the Contract, the Project Fee shall encompass Showblock’s fundamental charges relating to the singular processes of installation, construction, setup, and the subsequent De-rig of the Structure and Contents. This includes the usage of trucks, equipment, and personnel directly involved in the execution of the Services pursuant to the Contract. In the event that the Client requires or mandates any additional movements, or multiple attempts at reinstalling, reconstructing, relocating the setup, or the removal of the Structure and Contents, necessitating the concurrent deployment of trucks, equipment, or personnel in connection with the Services provided (hereinafter referred to as “Reinstallation”), a Reinstallation fee amounting to 50% of certain designated components of the original Project Fee (the “Reinstallation Fee”), in addition to any supplementary costs for labour and materials, will be charged for each occurrence of such Reinstallation.
    5.2 This Reinstallation Fee shall be applicable to any Reinstallation instigated or necessitated by the Client, except in cases where such Reinstallation is due to an error by Showblock or is a decision made solely for the convenience of Showblock.
  6. UNFORESEEN CIRCUMSTANCES
    6.1 In the event of unforeseen circumstances, which shall include but not be limited to significant legislative or regulatory changes, significant discrepancies between presumed and actual conditions of the engagement site, or the unforeseen discovery of hazardous materials that materially impact the feasibility, timeline, or cost of delivering the contracted Services or the installation of the Structure and Contents (hereinafter referred to as “Unforeseen Circumstances”), either party may request an equitable adjustment to the Contract.
    6.2 An equitable adjustment may include changes to the Project Fee, Delivery date, specifications for the Structure and Contents and/or Services, or any other aspect of the Contract materially affected by Unforeseen Circumstances. The party affected by the Unforeseen Circumstances shall notify the other party in writing within ten (10) Business Days of becoming aware of the Unforeseen Circumstances necessitating such an adjustment.
    6.3 Upon receipt of such notice, the parties shall enter into good faith negotiations to agree upon the necessary adjustments to the Contract. Any adjustments agreed upon must be documented in writing and signed by both parties, constituting an amendment to the Contract.
    6.4 If the parties cannot agree on an equitable adjustment within thirty (30) Business Days of initiating negotiations, either party may refer the matter to dispute resolution in accordance with the relevant jurisdiction clause of the Contract.
    6.5 Notwithstanding the above, Showblock shall use all reasonable endeavors to mitigate the effects of any Unforeseen Circumstances on the performance of its obligations under the Contract.
  7. TITLE, RISK, AND INSURANCE
    7.1 The Structure and Contents shall at all times remain the property of Showblock.
    7.2 Risk of loss, theft, damage, or destruction passes to the Client on Delivery.
    7.3 The Client is responsible for insuring the Structure and Contents from the Delivery date until the end of the Hire Period or upon return to Showblock.
  8. ADVERSE WEATHER CONDITIONS
    8.1 In the event that, during the Hire Period, the Structure and Contents supplied by Showblock become unsafe or are in a state of disrepair as a direct result of adverse weather conditions, the Client must cease usage of the affected Structure and Contents forthwith and shall immediately inform Showblock of the condition of the Structure and Contents.
    8.2 The Client accepts all risks of injury to individuals and damage to property arising from the utilization of Showblock’s Structure and Contents under adverse weather conditions. The Client bears the responsibility for evacuating any Structure and halting its use when wind speeds or gusts surpass the maximum level specified by Showblock to the Client in written form, to guarantee the safety and security of all individuals and properties involved.
    8.3 Showblock shall bear no liability for any form of damage, harm, or loss incurred due to the collapse, fall, or any failure of the Structure and Contents, whether directly or indirectly caused by adverse weather conditions.
    8.4 Should any Structure provided by Showblock sustain damage or become non-functional owing to adverse weather conditions, the Client shall remain liable for the entire rental costs as delineated in the Project Fee, this being without prejudice to any other rights or remedies Showblock may have under the Contract.
  9. INTELLECTUAL PROPERTY RIGHTS
    All Intellectual Property Rights in the Structure and Contents and Services and those arising in connection with the Contract (other than the client materials as defined in the Contract), but including, for the avoidance of doubt, any improvement, enhancement, or modification to the Structure and Contents shall be owned by Showblock.
  10. CLIENT’S RESPONSIBILITIES
    10.1 The Client agrees to use the Structure and Contents only for their intended purpose and to comply with all operating instructions provided by Showblock.
    10.2 The Client shall not make alterations to the Structure and Contents without Showblock’s prior written consent and shall maintain the Structure and Contents in good condition.
  11. TERMINATION
    Showblock may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date, commits a material breach of the Contract, or if any of the termination events specified in these general terms and conditions occur.
  12. LIMITATION OF LIABILITY
    12.1 Showblock’s total liability to the Client 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, shall not exceed the amount of the Project Fee paid by the Client under the Contract.
    12.2 Neither party shall be liable to the other party for any indirect, special, incidental, consequential, or punitive damages, including but not limited to, loss of profits, loss of business opportunities, loss of goodwill, or loss of data, arising out of or related to the Contract.
  13. FORCE MAJEURE
    13.1 Neither party shall be liable or responsible to the other, nor be deemed to have defaulted under or breached the Contract, for any failure or delay in fulfilling or performing any term of the Contract, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s reasonable control, including, but not limited to, the following force majeure events (“Force Majeure Event(s)”): acts of God; flood, fire, earthquake, or explosion; pandemics, epidemics, or ensuing governmental decisions; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; government order, law, or actions; embargoes or blockades in effect on or after the date of the Contract; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; and other similar events beyond the control of the party impacted by the Force Majeure Event.
    13.2 In the event that Showblock is unable to perform any of its obligations under the Contract due to a Force Majeure Event, the Client agrees to fully compensate Showblock for the Services supplied prior to the Force Majeure Event.
  14. GOVERNING LAW AND JURISDICTION
    14.1 These terms and conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.
    14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
  15. ENTIRE AGREEMENT
    These terms and conditions embody the entire agreement and understanding between Showblock and the Client and supersede all prior agreements, understandings, representations, and discussions, whether oral or written, between the parties relating to the subject matter hereof. No amendment, alteration, or modification of these terms and conditions shall be binding unless executed in writing by both parties. No other terms, conditions, prior agreements, or understandings, verbal or written, expressed or implied, shall have any force or effect to alter or amend these terms and conditions.
  16. INCORPORATION OF TERMS
    Subject to any variation executed in accordance with the terms and conditions herein, these terms and conditions form part of the agreement between the parties to the exclusion of all other terms and conditions, including any terms or conditions that the counterparty purports to apply under any purchase order, confirmation of order, invoice, specification, or other document