Terms & Conditions

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11(LIMITATION OF LIABILITY) AND CLAUSE 9 (INTELLECTUAL PROPERTY RIGHTS AND LICENCE).

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

  • 1.1. Definitions:
    • Business Day
      a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
    • Client
      the client identified in the Order.
    • Client Default
      has the meaning set out in clause 4.2.
    • Conditions
      these terms and conditions as amended from time to time in accordance with clause 14.5.
    • Contract
      the contract between Equisportif and the Client for the supply of a Package in accordance with these Conditions.
    • Deposit
      the deposit payable by the Client to Equisportif, as specified in the Order.
    • Equisportif
      Equisportif Limited, its directors, officers, employees, agents and representatives from time to time, with details set out above.
    • Fees
      the fees payable by the Client for the supply of a Package in accordance with clause 5.
    • Intellectual Property Rights
      patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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.
    • Licence
      the usage licence between Equisportif and the Client, as set out in clause 9.
    • Order
      the Client order details as set out overleaf.
    • 1.2. Interpretation:
      • 1.2.1. A reference to legislation or a legislative provision is a reference to it as it is in force as at the date of this Contract; and shall include all subordinate legislation made as at the date of this Contract under that legislation or legislative provision.
      • 1.2.2. Any words following the terms including, include, in particular, 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.
      • 1.2.3. A reference to writing or written includes and email.

2. BASIS OF CONTRACT

  • 2.1. The Order comprises an offer by the Client to commission a Package in accordance with these Conditions; with the Order, the Price List and the Conditions forming the Contract.
  • 2.2. Each Order shall only be deemed to be accepted when Equisportif countersigns the Order and the Deposit is paid in full, at which point the Contract shall come into existence.
  • 2.3. In the event that the Deposit is not paid prior to the commencement of the Show, the Contract shall be deemed to be void and Equisportif is not obliged to provide the Package.
  • 2.4. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. CONDUCT OF THE SERVICES

Equisportif shall deliver the Package to the Client in accordance with the following terms:

Photo Package

  • 3.1. Where a Package includes photos, Equisportif shall use its sole discretion to supply a range of images from warm ups, course walks, competition and behind the scenes, with approximately 100 edited images provided per horse per Show.
  • 3.2. At Equisportif’s sole discretion, a selection of images may be provided daily during the Show. Package the package identified in the Order as described in the Price List produced by Equisportif for the Client. Price List the price list describing the Packages published by Equisportif from time to time. Show the competition attended by Equisportif.
  • 3.3. All images will be supplied to the Client by no later than midnight on the Tuesday following the Show.
  • Reels
  • 3.4. Where a Package includes reels, Equisportif shall use its sole discretion to create a reel 30-60 seconds long with a variety of footage, including warm ups, behind the scenes, competition and course walks. No music shall be provided with a reel.
  • 3.5. Reels will be supplied to the Client by no later than midnight on the Tuesday following the Show.
  • General
  • 3.6. Equisportif shall use all reasonable endeavours to meet the delivery timescales set out above, but any such dates shall be estimates only and time shall not be of the essence for completion of each Package.
  • 3.7. Equisportif reserves the right to amend a Package if necessary to comply with any applicable law or regulatory requirement.
  • 3.8. Equisportif warrants to the Client that each Order will be undertaken using reasonable care and skill.
  • 3.9. Equisportif shall use reasonable endeavours to respond to Client requests within 24 hours of receipt, however where messages are received after 2000 any response shall be after 0800 on the next day.
  • 3.10. Equisportif may, in its sole discretion and with prior agreement, supply photos and/or reels in advance of the timelines shown above.
  • 3.11. Equisportif will use reasonable efforts to attend the Show from the start of competition until the completion of competition, but may not be in attendance during warm-up days or trot ups.

4. CLIENT’S OBLIGATIONS

4.1 The Client shall:

  • 4.1.1. ensure that the information provided in the Order is complete and accurate;
  • 4.1.2. co-operate with Equisportif in all matters relating to an Order;
  • 4.1.3. provide Equisportif, its employees, agents, consultants and subcontractors, with access to the Client’s premises and other facilities as reasonably required by Equisportif in connection with the Package;
  • 4.1.4. provide Equisportif with such information and materials as it may reasonably require in connection with the Order; and
  • 4.1.5. where relevant, obtain and maintain all necessary licences, permissions and consents which may be required for a Package before the Show, including any clearances or licences to use third party copyright works, trademarks, designs, or other intellectual property rights or usage licences required, or any image release forms or data protection consents for participants.
  • 4.2. If Equisportif’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
  • 4.2.1. without limiting or affecting any other right or remedy available to it, Equisportif shall have the right to suspend the delivery of a Package until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Equisportif’s performance of any of its obligations;
  • 4.2.2. Equisportif shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Equisportif’s failure or delay to perform any of its obligations as set out in this clause
  • 4.2.3. the Client shall reimburse Equisportif on written demand for any costs or losses sustained or incurred by Equisportif arising directly or indirectly from the Client Default.
  • 4.3. The Client warrants that it has due power and authority to enter into this Contract, and is over the age of 18.

5. ACCEPTANCE OF THE PACKAGE

  • 5.1. Equisportif shall use its reasonable endeavours to deliver the Package to the Client in accordance with the dates specified in the Contract.
  • 5.2. The Client shall not be entitled to reject the Package or any part thereof based on style or composition.

6. DEPOSIT

  • 6.1. A Deposit is payable upon confirmation of an Order, and the Package booking will not be confirmed until such Deposit has been received in full. For the avoidance of doubt, if the Deposit is not paid prior to the commencement of the Show, the Contract shall be deemed to be void and Equisportif is not obliged to provide the Package.
  • 6.2. The Deposit shall be deducted from the Fees following completion of the Contract.

7. FEES AND PAYMENT

  • 7.1. The Fees are set out in the Order,.
  • 7.2. The Client shall pay each invoice submitted by Equisportif within 14 days of the date of the invoice; and in full and in cleared funds to a bank account nominated in writing by Equisportif.
  • 7.3. Time for payment shall be of the essence of the Contract.
  • 7.4. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT), which shall be added to the invoice.
  • 7.5. If the Client fails to make a payment due to Equisportif under the Contract by the due date, then, without limiting Equisportif’s remedies under clause 12, 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 under this clause 7.5 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%.
  • 7.6. All amounts due under the Contract 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).
  • 7.7. For the avoidance of doubt payment of the Fees is required following completion of the Package whether or not the Client publishes the Package.
  • 7.8. In the event that the Show is outside of the UK or mainland Europe, additional reasonable travel and accommodation expenses will be payable to Equisportif upon presentation of an invoice.

8. CANCELLATION

  • 8.1. If the Package is booked online or over the telephone, the Client has a legal right to change their mind about this Contract within 14 days of its date, however the Client may not cancel the Package after the start of the Show.
  • 8.2. Where the Client changes their mind about a Package booking made online or by telephone within 14 days of booking it, and before the start of the Show, please contact Equisportif promptly. Equisportif will refund any Deposit paid as soon as practicable by the method used for payment.
  • 8.3. If the Client wishes to cancel a Package, and clause 8.1 above does not apply, then the following Fees shall apply:
  • 8.3.1. If the cancellation is within 7 days of the Show, 50% of the Fees will be payable by the Client; and
  • 8.3.2. If the cancellation is within 24 hours of the Show, 100% of the Fees will be payable by the Client.
  • 8.4. In the event of a cancellation before the start of the Show at Equisportif’s request, the Deposit shall be refunded in full.

9. INTELLECTUAL PROPERTY RIGHTS AND LICENCES

  • 9.1. All Intellectual Property Rights in or arising out of or in connection with the Package (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Equisportif.
  • 9.2. Equisportif grants to the Client the right to use the Package on the express terms of this usage Licence, and as described in the Order at “Permitted Usage”.
  • 9.3. Usage of the Package is limited to use of each item within the Package as provided by Equisportif, and the Client shall not manipulate any image or content, or make use of only part of an image or content without the express written consent of Equisportif, provided in advance of any such editing.
  • 9.4. The Licence granted by Equisportif in respect of the Package is personal to the Client, and the Client shall not sub-license, assign or otherwise transfer the Licence.
  • 9.5. The Licence shall automatically be revoked in the event that the Client becomes insolvent or is put into receivership or is subject to any matter described at clause 12.2 below.
  • 9.6. Credit should be provided to Equisportif in respect of all online and social media usage of items in the Package, as Equisportif shall direct.
  • 9.7. In the event that the actual usage of any item in the Package exceeds the usage described in the Contract, an additional fee will become payable to Equisportif by the Client. The additional fee will be calculated by Equisportif, acting reasonably, in consideration for the additional usage and consequent extension of the Licence. Such fee will become payable upon the terms of this Contract.
  • 9.8. Equisportif reserves the right to licence any item in the Package to any third party (including, but not limited to, media outlets or connected businesses) at a fee to be determined by Equisportif in its sole discretion.
  • 9.9. This clause 9 shall survive termination or expiry of the Contract.

10. INDEMNITY

  • 10.1. The Client shall indemnify Equisportif and keep it indemnified on a continuing basis against all liabilities, claims, costs, damages and expenses claimed or incurred (including legal costs) or licence fees due by reason of any infringement claim, or alleged infringement, of any intellectual property rights relating to any failure by the Client to obtain third party clearances, or arising out of the use of the Package by the Client outside of the Licence, or otherwise as a result of any breach by the Client of these terms and conditions.

11. LIMITATION OF LIABILITY

  • 11.1. The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including for negligence.
  • 11.2. Nothing in this clause 11 shall limit the Client’s payment obligations under the Contract.
  • 11.3. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
    • 11.3.1. death or personal injury caused by negligence; and
    • 11.3.2. fraud or fraudulent misrepresentation.
  • 11.4. Subject to clause 11.2, and clause 11.4, Equisportif’s total liability to the Client shall not exceed the Fee.
  • 11.5. Subject clause 11.2 and 11.3, this 11.5 sets out the types of loss that are wholly excluded:
    • 11.5.1. loss of profits.
    • 11.5.2. loss of sales or business.
    • 11.5.3. loss of agreements or contracts.
    • 11.5.4. loss of use or corruption of software, data or information.
    • 11.5.5. loss of or damage to goodwill; and
    • 11.5.6. indirect or consequential loss.
  • 11.6. This clause 11 shall survive termination or expiry of the Contract.

12. TERMINATION

  • 12.1. 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:
    • 12.1.1. the other party commits a material breach of any term of the Contract;
    • 12.1.2. the other party has committed a crime or has become involved in any situation or activity which tends in the reasonable opinion of the other party to expose it to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public, or reflects unfavourably on its reputation;
    • 12.1.3. 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
    • 12.1.4. 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
    • 12.1.5. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  • 12.2. Without affecting any other right or remedy available to it, Equisportif may suspend the Contract or any other contract between the Client and Equisportif if:
    • 12.2.1. the Client fails to pay any amount due under the Contract on the due date for payment;
    • 12.2.2. the Client becomes subject to any of the events listed in clause 12.1.4 or clause 12.1.5, or Equisportif reasonably believes that the Client is about to become subject to any of them; and
    • 12.2.3. Equisportif reasonably believes that the Client is about to become subject to any of the events listed in clause 12.1.2.
  • 12.3. In the event that the Contract is not terminated in accordance with the terms of clauses 12.1 to 12.2 above, the Contract shall expire following payment in full of the Fees.

13. CONSEQUENCES OF TERMINATION

  • 13.1. On termination or expiry of the Contract the Client shall immediately pay to Equisportif all of their outstanding unpaid invoices and interest and, in respect of a Package supplied, but for which no invoice has been submitted, Equisportif shall submit an invoice, which shall be payable by the Client immediately on receipt.
  • 13.2. If Equisportif terminates the Contract in accordance with clause 12.1 during a Show, the Client acknowledges that the Package may not comply in all respects with the provisions of clause 3, however the Client will be liable to pay the Fee in full.
  • 13.3. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or 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.
  • 13.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14. GENERAL

  • 14.1. Force majeure. 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 result from events, circumstances or causes beyond its reasonable control.
  • 14.2. Assignment and other dealings.
    • 14.2.1. Equisportif 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.
    • 14.2.2. The Client 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.
  • 14.3. Confidentiality.
    • 14.3.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3.2.
    • 14.3.2. Each party may disclose the other party’s confidential information:
      • 14.3.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and
      • 14.3.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • 14.3.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    • 14.3.4. For the avoidance of doubt, the terms of this Contract are considered to be confidential information.
  • 14.4. Entire agreement.
    • 14.4.1. 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.
    • 14.4.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of 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 based on any statement in the Contract.
  • 14.5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • 14.6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
  • 14.7. 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 this agreement.
  • 14.8. Notices.
    • 14.8.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or sent by email to the address specified in the Order.
    • 14.8.2. Any notice or communication shall be deemed to have been received:
      • 14.8.2.1. if delivered by hand, at the time the notice is left at the proper address;
      • 14.8.2.2. 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
      • 14.8.2.3. 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 14.8.2.3, 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.
    • 14.8.3. This clause 14.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
  • 14.9. 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.
  • 14.10. 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.
  • 14.11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.