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Terms and Conditions

Updated June 2021

Next Review September 2021

GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the “Agreement”)  is dated on the date you accept the terms and conditions of a booking with our company. (Booking form on website, terms and conditions)


BETWEEN:

Customer/Client of Address
(the “Client”)

– AND –

Immersive Dome Experiences Ltd of 86-90 Paul St, Shoreditch, London EC2A 4NE, UK
(the “Contractor”).

BACKGROUND:

  1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
  3. The Contractor has ‘bases’ around the UK from which the appropriate team will be sent to client. Based including Southeast and Southwest, Midlands, York and Humber, North East and North West, Scotland, Wales and Ireland.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of one or more of the following:
    1. Planetariums, Star Domes, Immersive Theatres, 360° Digital Domes, Geodesic Metal Domes, Half Domes and Dome Portals ranging from 4m – 12m in diameter.
    2. Giant inflatables and animatronics such as Dinosaurs and Robotics.
    3. Multi-themed experiences such as Dinosaurs, Under the Sea etc.
    4. Immersive Rooms and Sensory Spaces.
    5. STEM Exhibition Fairs, with live speakers from various industries.
    6. SEND programs and installations.
    7. 200 workshops, including digital and hands on sessions.
    8. Multi-lingual content in 15 languages.
    9. Virtual Reality, Augmented Reality and Immersive Experientials.
    10. Live historical performances including theatre performance such as bubble shows and storytelling.
    11. Drones and exhibitions.
    12. Events for public space such as parks and shopping centres.
    13. Corporate events to businesses including museums.
    14. Bespoke content production.
    15. Seasonal events such as Halloween, Christmas, Diwali and Summer Fetes.
    16. Parties, including Birthdays and Weddings.
    17. Private client hires.
    18. Products for resale worldwide including astronaut space ice-cream, meteorites, telescopes, planetariums, space gift merchandise, event props, hardware, software.
  1. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client, providing these services have been agreed in writing via email or on the booking form.

Term of Agreement

  1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
  2. In the event that either Party wishes to terminate this Agreement prior to completion of the Services, that Party will be required to provide at least 14 days’ notice to the other Party.

Performance

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in UK Pounds.
    1. The contractor does accept payments in USD and EURO subject to exchange rate and bank fee’s being paid by the client, as well as any admin.

Compensation

  1. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor for the agreed fee on Client invoice.
    1. Invoice will be sent via Quickbooks, and will feature an invoice reference.
  2. The Compensation will be payable, while this Agreement is in force, according to the following payment terms:
    1. At least 30 days before our visit, or as per invoice terms.
  3. The above Compensation includes all applicable value added tax, and duties as required by law.
    1. If you are VAT exempt, we still reserve the right to charge VAT on the invoice and provide client with a VAT invoice so they may claim back the VAT through the relevant local tax authority.

Reimbursement of Expenses

  1. The Contractor will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Contractor in connection with providing the Services hereunder.
    1. Expenses we will typically charge for including: Travel (Car, Van, Train, Bus, Plane, Taxi, Ferry), Accommodation (Secure, reputable hotel with secure parking facilities and a lift), Meals/Refreshments for multiple day bookings, Parking and any other expenses agreed beforehand between Contractor and Client.
  2. The Contractor will furnish receipts to the Client for all such expenses.

Additional Resources

  1. The Client agrees to provide, for the use of the Contractor in providing the Services, the following resources:
    1. Appropriate indoor space to safety house our installation(s)
    2. Appropriate outdoor marquee with security
    3. Suitable PAT tested mains power supply or generator [Most of our installations require 1 x 13amp or 16amp if outdoor supply per exhibit]
    4. A clean environment, ideally prepared the day before (floor washed or hoovered)
    5. Allocated parking for our vehicle(s) [our team will confirm what size vehicle will be attending your event]
    6. Easy and accessible access for our team and equipment [flat, ramp access and/or lifts if location of installation is not on ground floor]
      1. Clauses:
        1. If parking is not provided, we must be informed beforehand, so we can confirm where best to park and applicable charges which you will need to pay beforehand.
        2. If extra staff are required for set up, security and safety then we will confirm this beforehand as well as the additional charges.
        3. If overnight accommodation is required before your event, due to installation being required the night before, then the additional charge, along with subsistence for all staff will be charged beforehand.

Confidentiality

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  2. The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement and will continue for one (1) year from the date of such expiration or termination.
  3. All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Ownership of Materials and Intellectual Property

  1. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
  2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

Return of Property

  1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

  1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
    1. Customer/Client as per online booking form
      Address as per online booking form
    2. Immersive Dome Experiences Ltd
      86-90 Paul St, Shoreditch, London EC2A 4NE, UK

or to such other address as any Party may from time to time notify the other.

Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Insurance

  1. The Contractor will be required to maintain general liability insurance including coverage for bodily injury and property damage at a level that would be considered reasonable in the industry of the Contractor based on the risk associated with the characteristics of this Agreement and only to the extent permitted by law. All insurance policies will remain materially unchanged for the duration of this Agreement.

Additional Clause

  1. Early cancellation is accepted with a partial (up to 50%) to full refund, minus the following costs:
    1. Non-Refundable Deposits taken by our company to secure your booking date, staff, equipment etc.
    2. Non-Refundable Accommodation, parking and any pre-event costs required before cancellation.
    3. Any loss of business or staff costs incurred by the cancellation.

Legal Expenses

  1. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

  1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

  1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

  1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

  1. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

TERMS AND CONDITIONS accepted on completion of our booking form online, and by selecting ‘agree to terms and conditions’ The terms are bound by both the client, as well as their employer/business.

 

Customer/Client

Per:____________________________ (Seal)

 

Immersive Dome Experiences Ltd

Per:____________________________ (Seal)