Terms and Conditions | OHR Collective

OHR Collective Terms and Conditions – January 2025

Terms and Conditions of doing business with OHR Collective Limited

These are the terms and conditions of OHR Collective Limited (“OHR Collective”). These terms and conditions, along with the other Contractual Documents form the basis of the contract between OHR Collective and the Customer as defined below. The Customer’s attention is particularly drawn to the provisions of clause 10 (Limitation of liability).

1. Interpretation

1.1 Definitions:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Commencement Date” has the meaning given in clause 2.2.
“Terms and Conditions” means these terms and conditions as amended from time to time in accordance with clause 14.8.
“Contract” the contract between OHR Collective and the Customer for the supply of Services in accordance with these Terms and Conditions and the other Contractual Documents in relation to each Project.
“Customer” the person or entity who purchases Services from OHR Collective.
“Event Production Services” the process of supplying, setting up and operating equipment and the provision of associated Services by OHR Collective or a Sub-Contractor to the Customer for an agreed period.
“Contractual Documentation” all documents setting out the scope of work in relation to the Project (including any initial written correspondence between OHR Collective and the Customer to the extent not amended or superseded), and any other commercial terms provided by OHR Collective to the Customer or agreed by the parties in writing including these Terms and Conditions.
“Intellectual Property Rights” patents, utility models, 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 Customer’s order for the supply of Services, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the OHR Collective’s Quotation or the Customer’s initial instructions to OHR Collective at the outset of a Project, as the case may be.
“Project” each job undertaken by OHR Collective or a sub-contractor for the Customer as set out in the Contractual Documentation.
“Quotation” the document setting out the scope of work, the terms of payment and any other commercial terms regarding a Project provided by OHR Collective to the Customer as amended from time to time by agreement between the parties.
“Services” the services supplied or to be supplied by OHR Collective or a Sub-Contractor to the Customer as set out in the Contractual Documentation.
“Sub-Contractor” means any freelancer, sub-contractor or other party appointed by OHR Collective to carry out part of a Project in accordance with these Terms and Conditions.
“Supplier Materials” has the meaning given in clause 4.1.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“Venue” any whole or part of the Customer’s premises whether owned, hired, leased or otherwise occupied for the purposes of conducting business, or any other premises provided by a third-party or public location used for the purpose of a Project as set out in the Contractual Documentation.

1.2 Interpretation:

A reference to party or parties means either OHR Collective or the Customer or both, as the context requires.
A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted and shall include all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, 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.
A reference to writing or written excludes fax but not email.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms and Conditions.
2.2 The Order shall only be deemed to be accepted when OHR Collective issues written acceptance of the Order or commences the work outlined in the Contractual Documentation (whichever is the earlier) at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 No Order may be cancelled after the Commencement Date without the prior written consent of OHR Collective. In the event of a cancellation, the Customer shall indemnify the OHR Collective in full against all liabilities, costs (including the cost of all labour and material used), expenses, damages and losses (including any loss of profit) suffered or incurred by OHR Collective.
2.4 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 In the event of any inconsistency between these Terms and Conditions and the other Contractual Documentation, the other Contractual Documentation will prevail.
2.7 Any Quotation given by OHR Collective shall not constitute an offer and is only valid for the period stated in the Contractual Documentation or, where no period is stated in the Contractual Documentation, for 10 days from its date of issue.

3. Supply of Services

3.1 OHR Collective shall supply the Services to the Customer in accordance with the Contractual Documentation in all material respects.
3.2 OHR Collective shall use reasonable endeavours to meet any performance dates for the Services specified in the Contractual Documentation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.3 OHR Collective reserves the right to amend the Contractual Documentation if necessary to comply with any applicable law or regulatory requirement (including any legislation or guidance related to health & safety), or if the amendment will not materially affect the nature or quality of the Services.
3.4 OHR Collective warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 OHR Collective shall use its reasonable endeavours to ensure that any issues relating to any personnel or Sub-Contractors under its control are contained and resolved as soon as reasonably practicable.

4. Customer’s Obligations

4.1 The Customer shall:
a) ensure that the terms of the Order and any information it provides in the Contractual Documentation are complete and accurate;
b) co-operate with OHR Collective in all matters relating to the Services;
c) provide OHR Collective, its employees, agents, consultants and subcontractors (including any Sub-Contractors), with free access to the Venue, carparks, supply routes, office accommodation and other facilities as reasonably required by OHR Collective to provide the Services;
d) provide OHR Collective with such information (including but not limited to any confidential information that may be reasonably required for the safety and administration of OHR Collective’s employees, Sub-Contractors, the public, the staff of the Venue or any other relevant person or for the fulfilment of any of OHR Collective’s obligations under the Contract) as OHR Collective may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
e) provide OHR Collective with such materials as OHR Collective may reasonably require to supply the Services, and ensure that such materials comply with any OHR Collective guidelines provided, are error-free and will not compromise OHR Collective’s (or any Sub-Contractor’s) equipment in any respect;
f) prepare the Venue (or procure that the Venue is prepared) for the supply of the Services;
g) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
h) comply with all applicable laws, including health and safety laws;
i) keep all materials, equipment, documents and other property of OHR Collective or its Sub-Contractors (Supplier Materials) at the Venue in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to OHR Collective or its Sub-Contractors (as directed), and not dispose of or use the Supplier Materials other than in accordance with OHR Collective’s written instructions or authorisation;
j) comply with any additional obligations as set out in the Contractual Documentation; and
k) fully acquaint all appropriate persons with any safety and operational information provided by the OHR Collective.

4.2 The Customer shall not remove, deface or cover up any of OHR Collective’s or its Sub-Contractors’ labels, plates, marks or designs on any Goods nor apply any Customer mark or identifier indicating that the Goods are the Customer’s property without obtaining OHR Collective’s written consent.

4.3 If OHR Collective’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) without limiting or affecting any other right or remedy available to it, OHR Collective shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays OHR Collective’s performance of any of its obligations;
b) OHR Collective shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from OHR Collective’s failure or delay to perform any of its obligations; and
c) the Customer shall reimburse OHR Collective on written demand for any costs or losses sustained or incurred by OHR Collective arising directly or indirectly from the Customer Default.

5. Charges and Payment

5.1 The price for the Services shall be the price set out in the Contractual Documentation.

5.2 OHR Collective shall be entitled to charge the Customer:
a) an overtime surcharge not exceeding 10% of the total event cost, calculated on a time spent basis, for any Project in respect of which there is an event production overrun exceeding 30 minutes of the scheduled finish time; and
b) any expenses reasonably incurred by OHR Collective (including its employees or agents) or Sub-Contractors it engages in connection with the Services.

5.3 The Customer shall pay each invoice submitted by OHR Collective within 14 days of the date of the invoice, or in accordance with any other payment terms agreed by the Parties in the Contractual Documents, in full and in cleared funds to a bank account nominated in writing by OHR Collective. Time for payment shall be of the essence of the Contract.

5.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by OHR Collective to the Customer, the Customer shall, on receipt of a valid VAT invoice from OHR Collective, pay to OHR Collective such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5 If the Customer fails to make a payment due to OHR Collective under the Contract by the due date, then, without limiting OHR Collective’s remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 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%.

5.6 OHR Collective reserves the right to withhold Services pending cleared payment of any issued Invoice(s) that are overdue for settlement by the Customer irrespective of whether or not the Invoice(s) relate to the same Order.

5.7 The Customer shall be responsible for any costs associated with import duty, customs inspections, local taxes, onward delivery or any other similar charges whether incurred in the United Kingdom or in another jurisdiction.

6. Event Production Services

6.1 Unless expressly modified by this clause 6, all relevant provisions of these Terms and Conditions shall also apply in relation to Event Production Services.

6.2 In the event of a cancellation of Event Production Services by the Customer:
a) If the cancellation occurs more than 14 days from the commencement of the Project at the Venue, 25% of the full fee (less any deposit already paid) shall become immediately due and payable;
b) If the cancellation occurs between 14 and 7 days from the commencement of the Project at the Venue, 55% of the full fee (less any deposit already paid) shall become immediately due and payable; and
c) If the cancellation occurs less than 7 days from the commencement of the Project at the Venue, the full fee shall become immediately due and payable.

7. Intellectual Property Rights

7.1 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 Customer) shall be owned by OHR Collective.

7.2 The Customer grants OHR Collective a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to OHR Collective for the term of the Contract and to use any of the Customer’s Intellectual Property Rights for the purpose of providing the Services to the Customer. For the avoidance of doubt, the Customer shall retain ownership of all its pre-existing Intellectual Property Rights.

8. Data Protection

8.1 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data to OHR Collective for the duration and purposes of the Contract.

8.2 Both Parties agree that the Customer is not instructing OHR Collective to act as a Processor on its behalf.

9. Confidentiality

9.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

9.2 Each party may disclose the other party’s confidential information:
a) to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10. Limitation of Liability

10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in this clause 10 shall limit the Customer’s payment obligations under the Contract.

10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation; and
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.4 Subject to clause 10.3, OHR Collective’s total liability to the Customer in respect of all breaches of duty or contract shall not exceed a sum equal to the total charges for all sums paid by the Customer under the Contract and all sums payable under the Contract in respect of services actually supplied by OHR Collective, whether or not invoiced to the Customer, in respect of the Project to which the breach of duty or contract relates.

10.5 OHR Collective’s liability under clause 10.4 shall be reduced by amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

10.6 Subject to clause 10.3, this clause 10.6 sets out specific heads of excluded loss in respect of which the Customer is unable to bring claims:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill; and
g) indirect or consequential loss.

10.7 The Customer agrees to indemnify OHR Collective in respect of all reasonably incurred additional costs including but not limited to any excess cost payable pursuant to any claims under OHR Collective’s insurance policy, the theft or damage of any equipment and any third-party damages or liability arising out of or in connection with the Contract.

10.8 OHR Collective has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.9 This clause 10 shall survive termination of the Contract.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
e) the other party is associated with, formally accused of, or commits a serious breach of security, safeguarding, or health & safety legislation.
f) the other party is associated with, formally accused of, or commits any fraudulent or illegal act.
g) the other party behaves in a manner that is likely to or materially adversely affects the other party’s good reputation as a result of their continued association.

11.2 Without affecting any other right or remedy available to it, OHR Collective may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.3 Without affecting any other right or remedy available to it, OHR Collective may suspend the supply of Services under the Contract or any other contract between the Customer and OHR Collective if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(e), or OHR Collective reasonably believes that the Customer is about to become subject to any of them.

12. Consequences of Termination

12.1 On termination of the Contract:
a) the Customer shall immediately pay to OHR Collective all of OHR Collective’s outstanding unpaid Invoices and interest and, in respect of Services supplied but for which no Invoice has been submitted, OHR Collective shall submit an Invoice, which shall be payable by the Customer immediately on receipt;
b) unless expressly stated otherwise in these Conditions or in the Contractual Documentation, the Customer shall return all of the Supplier Materials which have not been fully paid for. If the Customer fails to do so, then OHR Collective may enter the Venue and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.

12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

13. Force Majeure

13.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

14. General

14.1 Assignment and other dealings
a) OHR Collective 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.
b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of OHR Collective.

14.2 Notices
a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
i. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company), its principal place of business or any other address agreed in writing by the parties; or
ii. sent by email to the email addresses agreed in writing by the parties (or an address substituted in writing by the party to be served).
b) Any notice or communication shall be deemed to have been received:
i. if delivered by hand, at the time the notice is left at the proper address;
ii. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
iii. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.3 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.4 Waiver
a) Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.6 Entire agreement
a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.7 Third party rights
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. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.8 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

14.9 Governing law
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.10 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.