Terms and Conditions

These are the Terms and Conditions upon which S O Services of 12 Perth Close, Raynes Park, London, SW 20, England agrees with the Client named in the Speakers Contract to supply the services of a speaker (or speakers), either from S O Services’ own resources or from another agent or source, for specified engagements.

1. Definitions and Interpretation

(i) ‘Client’, ‘Speaker’, ‘Engagement’, ‘Fee’, ‘Deposit’, and ‘Due Date’ shall be as specified in the Speakers Contract and Schedule.

(ii) S O Services means S O Services Ltd.

(iii) These Terms and Conditions together with the Speakers Contract and Schedule comprise the entire agreement between S O Services and the Client and supersede all other arrangements, agreements or understandings between them relating to their subject matter.

2. Client’s Obligations

The Client will:-

(i) provide a suitable venue with appropriate heating, lighting and ventilation and audio visual aids where appropriate;

(ii) ensure that all statutory and other regulations are complied with at the venue for fire, health and safety as well as ensuring compliance with any other requirements that apply to the venue and that the maximum audience capacity for the venue is not exceeded;

(iii) provide all technical requirements and stage accessories referred to in the Speakers Contract or requested prior to the Engagement that are required or necessary for the Speaker to perform the services, all of which must be supplied in good working order and, in particular, suitable amplification must be ensured;

(iv) provide any reasonable speaker support material requested by the Speaker in connection with this engagement;

(v) arrange suitable insurance including adequate public liability insurance and the Client shall indemnify S O Services and the Speaker against any claims, damages, liabilities and proceedings arising out of or in connection with the actions, omissions or negligence of the Client or those for whom the Client is responsible, together with all costs and expenses which may be incurred by S O Services and the Speaker in connection therewith.

3. Suitability

While S O Services makes every effort to ensure the suitability of the Speaker for the engagement, the Client, by entering into the Speakers Contract, confirms its acceptance of the Speaker nominated by S O Services and acknowledges that S O Services gives no warranty and has no liability arising out of the services of the Speaker (including the actions and behaviour of the Speaker).

4. Payment of Fee

(i) In consideration of S O Services providing the services of the Speaker for the Engagement the Client will pay the Fee and any other agreed amounts in advance and on the Due Dates as specified in the Speakers Contract. Invoices will be issued by SOS Services.

(ii) The Deposit must be received by S O Services within 14 days of the date of invoice and in this respect time will be of the essence.

(iii) The balance of the Fee must be received by S O Services at least 30 days prior to the date of the Engagement and in this respect time will be of the essence.

(iv) Payment is to be made by bank transfer, cheque or cash and where applicable made payable to S O Services Ltd.

(v) Value Added Tax will be charged at the prevailing rate for engagements within the UK and payable by the Client.

5. Expenses

The Client is responsible for all expenses incurred by the Speaker that are directly connected with the Engagement. The Client will where appropriate provide the Speaker with accommodation, meals and all air or overland travel tickets. All travel will normally be first class unless agreed to the contrary in writing or by e-mail by S O Services. Expenses will be invoiced to the Client by S O Services and must be paid within 14 days of receipt of the invoice.

6. Late Payment

In the event of any of the Fee or Expenses not being paid in full on the Due Dates S O Services reserves the right to charge interest at the rate of 3% p.a. above the Bank of England's base rate from the Due Date to the date on which payment is received. 

7. Promotional Information and Photography

The Client agrees to provide S O Services with a copy of all relevant promotional materials related to the speaker for approval by the Speaker prior to printing. For the purpose of creating such printed matter photographs of the Speaker may be enclosed with the Speakers Contract. The photographs supplied should be returned to S O Services. No photographs or promotional material relating to the Speaker may be used by the Client except in relation to the Event without the prior written consent of S O Services and the Speaker.

8. Copyright

(i)The Client undertakes not to permit any person to make any sound recording or video recording of the Speaker's participation in the Engagement unless authorised in writing (including email) in advance by S O Services and the Speaker. Copyright and all other intellectual property rights in any of the material or ideas used for or in connection with the Engagement shall be and remain vested in the Speaker.

9. Cancellation

(i) If the Client cancels the Engagement, changes any of the arrangements in respect of the Engagement or takes any action that in the opinion of S O Services or the Speaker prevents the Speaker from providing the services specified within the Speakers Contract, S O Services will be entitled to retain 50 per cent of the Fee (or to be paid this amount if not already received) if notice of the cancellation or change is received by S O Services more than [3] working days before the date fixed for he Engagement. Any amount not already paid will become due for payment within 14 days of the date of cancellation or of such changes taking place. S O Services must be informed in writing at the earliest opportunity of any cancellation or changes to the Speakers Contract.

(ii) Any cancellation, change or action described in the previous paragraph which is taken by the Client and/or notified to S O Services within the 30 days immediately preceding the date fixed for the Engagement will not entitle the Client to any refund and the full amount of the Fee will be retained by (or be payable to) S O Services.

(iii) In the event that the Speaker is unable to fulfil the Engagement for whatever reason S O Services will use its best endeavours to offer an alternative Speaker and if the alternative Speaker offered is not reasonably acceptable to the Client then S O Services will refund the Fee (or the Deposit if the Balance of the Fee has not been received). A refund under this paragraph will only be due if all payments under this agreement have been made by the Due Dates.

10. Force Majeure

In the event that this agreement cannot be performed or any of its obligations fulfilled for any reason beyond the reasonable control of either party including, but not limited to war, terrorism, industrial action, floods, disruption of transport or power cuts, then such non-performance or failure to fulfill the obligation shall be deemed not to be a breach of this Agreement. If the event for which the Speaker was booked is re-scheduled following a force majeure event, the agreement will remain in place and S O Services will use all reasonable endeavours to have the Speaker attend the delayed Engagement or, failing this, another speaker will be offered.

11. Termination

S O Services may terminate the Agreement by notice to the Client if:

(i) The Client fails to make any payment by the Due Date for that payment as shown in the Speakers Contract, or

(ii) The Client commits any breach of these Terms & Conditions, or

(iii) S O Services is unable to provide the services of the Speaker for the Engagement.

Termination will not affect the accrued rights of either party at the termination date as set out in these Terms & Conditions.

12. Liability

The liability of S O Services to the Client (whether in contract or in tort) which arises out of or in connection with the agreement shall not exceed an aggregate amount equal to the Fee and under no circumstances will S O Services have any liability to the Client for any indirect or consequential losses, including but not limited to, loss of opportunity, loss of revenue or contracts whether arising out of cancellation or termination of the Speaker’s services or otherwise.

13. Notices

Any notice from one party to the other shall be in writing and delivered by hand, by fax or by first class mail to the address of the other party as shown in the Speakers Contract or any other address of which notice has been given under this paragraph.

Notices relating to practical matters concerning the Engagement (except for cancellation or changes) may be sent by email to the email address of each party shown in the Schedule.

14. Governing Law

The agreement shall in every respect be governed by English Law and the parties submit to the jurisdiction of the English courts. Any judgment shall be enforceable in any relevant jurisdiction.

In the event of a dispute which cannot be resolved amicably, each party will give serious consideration to a proposal by the other party to refer the dispute to mediation. If mediation is agreed, it will be conducted in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules.

15. General

Assignment. The Client shall not assign any of its rights or obligations under the agreement to any third party.

Severability. If any provision of the agreement becomes illegal or unenforceable, the parties will endeavour to agree the terms of a provision which may be substituted for the illegal or unenforceable provision. The unenforceability or illegality of any provision will not affect the remaining provisions of the agreement.

Waiver. The failure by a party to enforce any provision of the agreement shall not be treated as a waiver of that provision, nor shall it affect the right of that party subsequently to enforce that provision

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