Booking Terms and Conditions
The definitions and rules of interpretation in this clause apply in this Agreement.
“Agreement” means the Shoot Details Form and these Terms and Conditions.
“Authorised Personnel” means those employees, officers, consultants or contractors of the Client or any Group Company of the Client who are authorised by the Client to enter the Location.
“Booking Fee” means the booking fee (if applicable) set out in the Shoot Details Form payable by the Client to the Owner.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Client” means the person or persons specified on the Shoot Details Form.
“Commencement Date” means the date set out in the Shoot Details Form on which the Client requires the Location to commence the Production.
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives and advisers, to the other party and that party’s employees, officers, representatives and advisers after the date of this Agreement in connection with the business, affairs, customers, clients or suppliers of the other party including but not limited to:
a) the terms of this Agreement;
b) any information that would be regarded as confidential by a reasonable business person relating to:
i. the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
ii. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs).
“Costs” means any additional costs incurred by the Client during the Hire Period including, but not limited to, staff costs, parking or transport fees, electricity, agreed between the Owner and the Client;
“Damage Deposit” means the damage deposit (if applicable) set out in the Shoot Details Form payable by the Client.
“Designated Hours” means the hours specified on the Shoot Details Form during the Hire Period.
“Effective Date” means the date on which the Client indicates acceptance of the Agreement by clicking the “I agree and confirm” button.
“End Date” means the date set out in the Shoot Details Form on which the Client shall cease to require the Location for the Production.
“Fees” means the Booking Fee and the Location Fee.
“Group” means in relation to a company, that company, any subsidiary or holding company of that company and any subsidiary of a holding company of that company.
“Group Company” means in relation to a company, any member of its Group.
“Hire Period” means the period starting on the Commencement Date and ending on the End Date or such later date as may be agreed in writing.
“House Rules” means the house rules set out in the Shoot Details Form.
“jj Locations” means jj Locations Limited, a company registered in England and Wales with company number 05983518 whose registered office is at Finsgate, 5-7 Cranwood Street, London, United Kingdom, EC1V 9EE.
“Location” means all or part of the house(s), apartment(s), warehouse(s), hotel(s) or any other venue identified as the location on the Shoot Details Form.
“Location Fee” means the location fee set out in the Shoot Details Form payable by the Client to the Owner, together with any additional fee agreed between the Client and the Owner in respect of an extension of the period of hire of the Location beyond the End Date agreed between the Client and the Owner.
“Owner” means the person, firm or company providing the Location and identified as the owner in the Shoot Details Form.
“Permitted Usage” means the permitted usage set out in the Shoot Details Form.
“Production” means the film shoot, photography shoot or other event described in the Shoot Details Form.
“Shoot Details Form” means the form titled ‘shoot details form’, to which these Terms and Conditions are attached.
“VAT” means value added tax chargeable under the Value Added Tax Act 1994.
“Website” means the website on which details and imagery of the Location is made available and which is owned, controlled, managed, maintained and/or hosted by jj Locations or a member of its Group.
Clause headings shall not affect the interpretation of this Agreement.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
A reference to writing or written includes e-mail.
References to clauses are to the clauses of this Agreement.
Subject to the payment by the Client of the Fees and the other terms and conditions of this Agreement, the Owner shall hire the Location to the Client for the Hire Period during the Designated Hours in common with the Owner and all others authorised by the Owner (so far as not inconsistent with the rights given to the Client to use the Location for the Permitted Usage) and permit the Client during the Hire Period to:
enter (together with its Authorised Personnel), photograph, film, record and have exclusive use of the Location;
to bring all necessary equipment, sets and/or vehicles on to the Location and to store/park the same at the Location as reasonably required (provided this has been pre-approved by the Owner);
to make such changes, additions and/or alterations to the Location as have been pre-approved by the Owner in writing (but not otherwise); and
to refer to the Location by any fictitious name and to attribute any fictitious event(s) as occurring at the Location as the Client may require,
The Client shall abide, and shall procure that its Authorised Personnel shall abide, by the House Rules during the Hire Period.
The Client shall not be entitled to refer to the Location by its true name nor identify the Owner in or in connection with the Production.
In relation to the Authorised Personnel, the Client undertakes that it shall maintain a written, up to date list of current Authorised Personnel and provide such list to the Owner within one Business Days of the Owner’s written request at any time.
The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Location and, in the event of any such unauthorised access or use, promptly notify the Owner.
The Owner undertakes that it:
is the sole and exclusive owner of the Location and has the full right, power and authority to grant the Client the rights granted under this Agreement; and
will take no action nor allow or permit or authorise any third party to take any action which might interfere with the Client’s full use and quiet enjoyment of the Location in accordance with this Agreement (save as set out otherwise in this Agreement).
shall comply with all applicable laws and regulations with respect to its activities under this Agreement;
accepts that the Location as seen by the Client or an authorised representative of the Client, or as described on the Website or in any materials provided in advance of the Effective Date to the Client, is suitable for the Production;
ensure that the Location is not used by the Client (or those authorised by it) for any purpose whatsoever other than the Permitted Usage in connection with the Production (any additional usage being subject to the prior written approval of the Owner);
observe any rules and regulations the Owner makes and notifies to the Client from time to time governing the Client’s use of the Location (including, for the avoidance of doubt, the House Rules);
take all reasonable measures according to best practice in activities of a similar nature to secure the safety of all persons attending or otherwise connected with the Production;
conduct its activities at the Location in a proper and orderly manner, ensuring that no unreasonable inconvenience or annoyance by noise or otherwise is caused to the owners or occupiers of adjoining or neighbouring property;
leave the Location in a clean and tidy condition and to remove the Client’s equipment and goods from the Location on or before the End Date;
ensure that any material filmed/photographed on Location will not be used in a manner that may bring the Owner and/or the Location into disrepute or be defamatory of them; and
to use all reasonable care to prevent damage to the Location;
the Client shall occupy the Location during the Hire Period as a licensee and that no relationship of landlord and tenant is created between the Owner and the Client by this Agreement;
the Owner retains control, possession and management of the Location and the Client has no right to exclude the Owner from the Location; and
the licence to occupy granted by this Agreement is personal to the Client and is not assignable and the rights given in this clause 4 may only be exercised by the Client and its Authorised Personnel.
During the Hire Period, the Client shall, at its own expense, maintain public liability insurance (which must include property damage insurance) to adequate and customary levels covering its use of the Location (providing evidence of that insurance if so requested by the Owner or by jj Locations).
The Owner shall be entitled to have an authorised representative present at all times during the Client’s activities at the Location, who shall be entitled to refuse admission to the Location or remove any person who has acted unreasonably, caused a nuisance to the Location or acted in breach of this Agreement and has not corrected such behaviour and/or cured such breach upon reasonable notice.
Unless caused by the breach, gross negligence or wilful misconduct of the Owner, the Client will indemnify the Owner against all loss, damage, actions, proceedings, costs, claims and demands suffered by or against the Owner in respect of personal injury to any person and/or loss/damage to the Location or the contents of the Location arising out of the activities in connection with the Production or otherwise.
The Client shall leave the Location in the same state of repair (save for reasonable wear and tear) in which it found it and agrees to be responsible for any loss or damage arising from its use of the Location (including but not limited to damage requiring repairs, replacement of furniture or fittings lost or damaged, a deep clean), on a full indemnity basis, provided that the Owner shall have submitted to the Client a detailed list of any and all Location damage that the Owner reasonably believes the Client (or its Authorised Personnel) has caused within two Business Days (excluding the last day of the Hire Period) after completion of the Client’s use of the Location.
Should the Owner give notice that the Client has not left the Location in a good state of repair in accordance with clause 5.1, the Owner shall authorise the Client’s representative(s) entry onto the Location within one Business Day of the Owner’s submission of such detailed list to inspect and assess such damage and the Client shall be given the opportunity to either correct any such damage or make restitution to the Owner’s satisfaction in a timely manner.
The Client shall pay the Damage Deposit (if applicable) and Fees in accordance with the payment terms set out in the Shoot Details Form. The Client shall pay the Damage Deposit (if applicable) and Fees to jj Locations as the agent of the Owner in respect of the Damage Deposit and Fees.
The Client hereby authorises the Owner (and jj Locations as its agent in respect of the collection of the Fees, Costs and Damage Deposit (if applicable)) to charge the debit or credit card provided by the Client on or around the Effective Date to settle:
the Damage Deposit (if applicable);
the Booking Fee and the Location Fee in accordance with the payment terms set out in the Shoot Details Form;
the Costs (if applicable).
The Damage Deposit (if applicable) is a deposit against any loss or damage caused to the Location and/or the contents of the Location arising out of the activities in connection with the Production or otherwise during the Hire Period. If the Client causes any loss or damage to the Location, the Owner (or jj Locations as its agent in this regard) shall be entitled to apply the Damage Deposit against such loss or damage. The Damage Deposit (or balance thereof) shall be refundable within five (5) Business Days of the end of the Hire Period.
All Fees, Costs, Damage Deposit and other amounts stated or referred to in this Agreement:
shall be payable in pounds sterling;
are exclusive of VAT, which shall be added at the appropriate rate; and
shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If the Client fails to make any payment due under this Agreement by the due date for payment, then the Client shall pay interest on the overdue amount from the due date until actual payment of the overdue amount, whether before or after judgment. Interest under this clause will accrue each day at the rate from time to time determined by the Late Payment of Commercial Debts (Interest) Act 1998.
By making a reservation with the Owner and entering into this Agreement, the Client accepts and agrees that, subject to clauses 11.2 and 11.3, the Booking Fee and Location Fee are non-refundable from the Effective Date onwards. For the avoidance of doubt, this means that, subject to clauses 11.2 and 11.3, any cancellation of this Agreement on or after the Effective Date will be subject to a 100% cancellation fee.
The Client acknowledges and confirms that the cancellation fee set out in clause 7.1 is reasonable and proportionate to mitigate the Owner’s loss of opportunity to re-market the Location for hire to another party.
Subject to the Client’s compliance with the payment terms set out herein, the Owner acknowledges and agrees that the Client shall be the sole and exclusive owner of the entire copyright and all other rights of every kind in and to the products of the Client’s photography, filming and recording at the Location for the Permitted Use in the Production (but not otherwise) and the advertising, publicising, exhibiting and exploiting of the Production by any manner or means (whether now known or hereafter devised) in any and all media throughout the universe for the full period of copyright, including all extensions, revivals and renewals of such rights and thereafter (insofar as is or may become possible) in perpetuity.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party’s lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
is independently developed by the receiving party, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
Nothing in this Agreement excludes or in any way limits either party’s liability:
for death or personal injury caused by its own negligence; or
for fraud or fraudulent misrepresentation.
Subject to clause 10.1:
the Owner shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of reputation, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
the Owner’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees received by it under this Agreement.
In the event of any claim by the Owner against the Client, whether or not material, the Owner shall be limited to a remedy at law for damages, if any, and save as otherwise expressly provided hereunder, the Owner shall not be entitled to enjoin, restrain or interfere with the production, advertising, publicising, exhibiting or exploitation of all or any part of the material filmed/ photographed hereunder or any of the Client’s rights pursuant to this Agreement.
This Agreement shall commence on the Effective Date and shall continue until the end of the Hire Period (the “Term”), unless the Client notifies the Owner of termination in writing during the Term or unless otherwise terminated as provided in this clause 11 or clause 12 (Force Majeure). For the avoidance of doubt, and subject to clauses 11.2 and 11.3, should the Client terminate this Agreement on written notice on or after the Effective Date, the Fees shall be non-refundable.
In the event that the Client terminates the Agreement in accordance with clause 12.2 (Force Majeure) at any time, the Location Fee shall be refunded in full. For the avoidance of doubt, the Booking Fee shall not be refundable in these circumstances.
In the event that the Location is unavailable for any reason, the Owner (or jj Location as its agent in this respect) shall advise the Client of the same and shall endeavour to allocate an alternative location to the Client, subject to the Client’s prior written consent. In the event that an alternative location is not found, the Owner may terminate the Agreement and refund the Location Fee and Booking Fee in full without any further liability to the Client.
Without affecting any other right or remedy available to it, the Owner may terminate this Agreement with immediate effect by giving written notice to the Client if:
the Client fails to pay any amount due under this Agreement on the due date for payment;
the Client commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of two Business Days after being notified in writing to do so;
the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client;
the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;
a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.4.3 to clause 11.4.9 (inclusive); or
the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
On termination of this Agreement for any reason any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
Any further bookings of the Location by the Client shall be made through jj Locations.
The Owner shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, without limitation, an 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, provided that the other party is notified of such an event and its expected duration.
In such circumstances, the Owner shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for [28 calendar days], the Client may terminate this agreement by giving written notice to the Owner.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
The Client shall not, without the prior written consent of the Owner, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
The Owner may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Subject to clause 19.2, this Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Clause 11.6 is also made for the benefit of jj Locations and shall be enforceable by it to the fullest extent permitted by law as if it were a party to this Agreement.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party (in the case of the Owner, at its address set out in this Agreement and, in the case of the Client, to such address notified to the Owner on the Effective Date) or such other address as may have been notified by that party for such purposes, or sent by email to any email address provided by one party to the other from time to time.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).