This agreement sets out the terms under which Omnia Networks Limited (“Omnia Networks”) provides services to you or the company which you represent (the “Client”). These Terms and Conditions apply to all dealings with Omnia Networks and are incorporated into all agreements, quotations or orders (each a “Statement of Work”). You accept these terms by signing, by otherwise indicating assent, or by ordering or paying for any services.
1. Application of Terms
These Terms and Conditions apply to all the Client’s dealings with Omnia Networks and are incorporated into all agreements, quotations or orders under which Omnia Networks provides services (each a Statement of Work). In the event of any inconsistency between these Terms and Conditions and a Statement of Work, these Terms and Conditions prevail — except that any Special Conditions set out and described as such in a Statement of Work will prevail over the other terms to the extent of any inconsistency.
2. Services
In consideration for payment of the Fees, Omnia Networks will provide the services set out in the Statement of Work (Services). Unless otherwise agreed, Omnia Networks may:
- not commence work on any Services until any deposit has been paid; and
- withhold delivery of Services until the Client has paid the relevant invoice.
3. Payment
3.1 Fees
The Client must pay the fees in the amounts and at the times set out in the Statement of Work, including all charges, any deposit and delivery charges. The Client shall pay all amounts without any set-off, deduction, counterclaim or withholding.
3.2 Time for Payment
Unless otherwise agreed:
- where Omnia Networks issues an invoice, payment must be made by the time(s) specified on that invoice; and
- in all other circumstances, the Client must pay within 10 weeks of the Date of Service/Event.
Time for payment is of the essence. Payment is not deemed made until Omnia Networks has received cleared funds for the full invoice amount. Where the Client fails to pay in full on the due date, Omnia Networks will remove any pre-arranged discount and issue an additional invoice for the discounted amount.
3.3 Expenses
Unless otherwise agreed:
- the Client will bear all travel, accommodation and related expenses reasonably incurred by Omnia Networks in connection with a Statement of Work; and
- any third-party costs incurred in performing the Services may be billed to the Client, unless specifically provided otherwise in the Statement of Work.
3.4 Late Return of Goods
Items not returned on time will be subject to Omnia Networks’ standard hire rates until returned or replaced. Items not available at the agreed collection time must be returned to Omnia Networks’ premises; if a return collection is necessary, a charge of £1.00 per mile will be levied.
3.5 VAT
Unless otherwise indicated, amounts stated in a Statement of Work do not include VAT. The Client must pay VAT on any taxable supply subject to receipt of a valid tax invoice.
3.6 Card Surcharges
Omnia Networks reserves the right to charge credit card surcharges where payments are made by credit, debit or charge card. Card details for non-account-holding consumers may be retained and Omnia Networks reserves the right to deduct loss, damage or additional charges post-event if an additional invoice is not settled.
4. Changes
4.1 Changes at Client Request
The Client must pay additional charges for any changes to Services outside the scope of the relevant Statement of Work. Unless otherwise agreed, changes are charged on a time and materials basis at Omnia Networks’ standard hourly rates, and Omnia Networks may extend delivery schedules as reasonably required.
4.2 Changes at Omnia Networks’ Request
Omnia Networks reserves the right to substitute an alternative product where the ordered product is unavailable on the day of delivery.
5. Delivery, Collection, Acceptance & Risk
Where specified in the Contract, Omnia Networks will transport the Equipment to the Site(s) and unload it at the Drop Off Point. Risk of damage or loss passes to the Client immediately upon the Equipment leaving the possession or control of Omnia Networks or its Carrier.
The Client will ensure the Drop Off Point is free from obstruction with sufficient unloading space and access. At the end of the Hire Period, Omnia Networks will collect the Equipment at the Drop Off Point; risk passes back to Omnia Networks when the Equipment is in its physical possession.
Equipment will be deemed accepted by the Client upon delivery unless the Client provides written notice of any issues within 24 hours. Title in and to the Equipment shall not pass to the Client at any time. The Client shall not sell, assign, mortgage, pledge, charge, hire out or otherwise deal with ownership of or interest in the Equipment.
6. Client Obligations
- Take all reasonable steps to protect the Equipment from weather, theft, vandalism or improper use.
- Operate the Equipment with reasonable care and skill, by appropriately qualified personnel where required.
- Operate the Equipment strictly in accordance with manufacturer’s instructions.
- Return the Equipment in the same condition and cleanliness as delivered.
If the Equipment is returned with damage (other than fair wear and tear) or in an unsatisfactory state of cleanliness, the Client will be liable for the cost of repair, replacement or cleaning, plus hire charges until completed.
In the event of loss, theft or damage beyond economic repair, the Client shall pay hire charges to the date of notification and thereafter two-thirds of the applicable hire rate as liquidated damages until Omnia Networks replaces the Equipment. If Equipment is not returned, Omnia Networks will invoice the full replacement cost. Equipment returned after 14 days of such invoice will not receive credits.
7. Electrical Equipment
Electrical Equipment must be used with its original plugs or sockets. If alternatives are required, fitting must be carried out by a competent person who must also return the Equipment to its original condition. The Client shall ensure it has a suitable and correctly earthed electricity supply (unless the Equipment is double insulated) and shall comply with the Electricity at Work Regulations 1989 and all other applicable regulations.
8. Maintenance, Breakdown & Reporting
The Client shall ensure the Equipment remains safe, clean and in working order. Any breakdown must be reported to Omnia Networks immediately in writing; the Client shall not attempt repairs without authorisation. Any accident involving damage, injury to any person or loss of property must be reported immediately in writing.
Where an item is reported as faulty on site, Omnia Networks will endeavour to repair or replace it as soon as practicable. If upon testing no fault is found or a trip/extension lead has actuated, Omnia Networks reserves the right to impose a call-out charge.
9. Location of Equipment
The Equipment must not be moved from the Site(s) without Omnia Networks’ prior written consent. The Client grants (or shall procure) a licence for Omnia Networks and its agents, employees and subcontractors to enter and pass over any Site(s) at reasonable times and on reasonable notice to deliver, inspect, install, test, repair, service, replace or repossess the Equipment.
10. Insurance
The Client shall insure the Equipment throughout the Contract Period for its full replacement value against all risks, and shall ensure the Client’s insurers waive all rights of subrogation against Omnia Networks. Where specified in the Contract, the Client shall maintain third-party liability cover of at least £[specified in Contract]. Insurance proceeds relating to the Equipment shall be held in trust for Omnia Networks and paid to Omnia Networks on demand.
11. Cancellation
In the event of Force Majeure, the Client’s payment obligations shall remain unaffected. The Client may cancel an agreement on written notice. The following cancellation charges apply:
| No. | Time Period | Client Liability |
|---|---|---|
| 1 | More than 30 days before Date of Service | 50% of Fees + any Third Party Cancellation Fees |
| 2 | Less than 30 days but more than 14 days before Date of Service | 75% of Fees + any Third Party Cancellation Fees |
| 3 | Less than 14 days before Date of Service | 100% of Fees + any Third Party Cancellation Fees |
The parties agree that the amounts above are fair, reasonable and genuine pre-contractual estimates of Omnia Networks’ losses (including loss of opportunity).
12. Accreditations
Unless otherwise agreed, all displays or publications of deliverables provided as part of the Services must, if requested by Omnia Networks, bear an accreditation and/or copyright notice including Omnia Networks’ name in the form, size and location directed by Omnia Networks. Omnia Networks retains the right to describe the Services and reproduce, publish and display deliverables in its portfolios, websites and other media for recognition of creative excellence or professional advancement.
13. Confidentiality & Restraint
13.1 Confidentiality
Neither party may use or disclose the other party’s confidential information without prior written consent. This does not apply to: information generally available to the public; information required to be disclosed by law; or information disclosed by Omnia Networks to its subcontractors, employees or agents for performing the Services.
13.2 Restraint
For the duration of any Statement of Work and for 6 months thereafter, the Client must not employ or engage any officers or employees of Omnia Networks with whom the Client had contact during the course of the Services.
14. Intellectual Property
14.1 Client Content
The Client grants Omnia Networks a non-exclusive, royalty-free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform the Services. The Client warrants that such use will not infringe any third-party intellectual property rights and will indemnify Omnia Networks against all losses and costs arising from any such infringement.
14.2 Service Provider IP
Unless otherwise expressly agreed in writing, the Client will not acquire any intellectual property rights in any Service Provider IP. All Developed IP is solely and exclusively owned by Omnia Networks. Omnia Networks grants the Client a non-exclusive, royalty-free, non-transferable, worldwide and revocable licence to use Omnia Networks IP and any Developed IP to the extent required to use, enjoy the benefit of or exploit the Services and/or deliverables.
15. Warranties
Omnia Networks warrants that it will endeavour to ensure the Equipment is delivered and collected at the times specified. Omnia Networks warrants that in the event the Equipment breaks down, it will repair or replace it as soon as reasonably possible and in any event within 72 hours of receiving the Client’s written notification. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
16. Limitation of Liability
16.1 Connectivity Basis & Third-Party Infrastructure
The Client acknowledges that internet and network Services provided under this Agreement are temporary, event-based services supplied on a reasonable endeavours and best-efforts basis only. The Services depend upon third-party telecommunications carriers, satellite operators, mobile network operators, fibre providers, data centres, power suppliers, venue electrical systems and other upstream infrastructure providers (Third-Party Providers). Omnia Networks does not own, operate or control such infrastructure.
Omnia Networks shall have no liability for any interruption, degradation, delay, instability or failure of the Services caused directly or indirectly by:
- third-party network outage or congestion;
- satellite interruption;
- mobile network saturation or signal degradation;
- fibre or data centre failure;
- power outage, voltage fluctuation, generator instability or venue electrical issues;
- weather conditions, environmental factors or radio frequency interference;
- acts or omissions of the venue, site operator, power contractor or any other third party; or
- any event beyond the reasonable control of Omnia Networks.
In such circumstances: (a) no refund, rebate, service credit or reduction of Fees shall be payable; (b) such events shall not constitute a breach of this Agreement; and (c) the Client shall remain liable for all Fees in full.
For the avoidance of doubt, losses arising from connectivity interruption — including loss of revenue, failed or delayed card transactions, business interruption, reputational damage, data loss or loss of profit — shall constitute indirect or consequential loss and are excluded.
16.2 Liability Cap
Omnia Networks’ total aggregate liability arising out of or in connection with the Services shall not exceed the total Fees paid by the Client in respect of the Event giving rise to the claim.
16.3 Excluded Losses
Omnia Networks shall not be liable for: (a) any indirect loss; or (b) any consequential losses, loss of profits, damage to goodwill, economic losses, business interruption, loss of contracts or opportunity, arising out of or in connection with any breach by the Client, any third-party claims, or failure of any Equipment. Omnia Networks shall have no liability where the Client continues to use defective Equipment after a defect has become apparent.
16.4 Indemnity
The Client agrees to indemnify and hold harmless Omnia Networks and its officers, employees and agents from and against any claims, costs (including reasonable legal costs), losses, damages and liabilities where such loss or liability was caused or contributed to by: (a) the Client’s breach of any term of this agreement; or (b) the Client’s negligent, fraudulent or criminal act or omission.
16.5 Non-Excludable Rights
Nothing in these Terms limits or excludes liability for death or personal injury arising out of Omnia Networks’ negligence, or any other liability that cannot lawfully be excluded or limited. No provision shall exclude or limit any statutory rights of a Client acting as a consumer.
17. Termination
17.1 Termination for Convenience
Omnia Networks may terminate this agreement for convenience at any time by providing two (2) months’ written notice to the Client.
17.2 Termination for Cause
Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice if the other party (Defaulting Party) is in material breach and either: (a) fails to remedy such breach within 14 days of receiving written notice to do so; or (b) that breach is not capable of remedy.
17.3 Effect of Termination
Upon termination: all monies owed by the Client become immediately due and payable; Omnia Networks will refund amounts paid for services not yet provided; each party must return the other’s property and confidential information (or destroy it if requested); and no existing rights, liabilities or remedies are invalidated.
18. Dispute Resolution
A party claiming a dispute has arisen must not commence court proceedings (other than for urgent interlocutory relief) without first giving written notice containing reasonable details of the dispute. Each party must then use best efforts to resolve the dispute in good faith. If unresolved within 28 days of the notice, either party may take legal proceedings.
19. Notices
Notices must be in writing and in English, delivered by email to the other party’s last known email address. Notice is taken to be given 24 hours after sending or when replied to, whichever is earlier, unless the sender knows or reasonably ought to suspect the email was not delivered.
20. General
Governing Law
This agreement is governed by the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
Amendments
This agreement may only be amended by a written agreement between the parties.
Waiver
No party may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting it.
Severance
Any void or unenforceable term is severed to that extent without affecting the remainder of this agreement.
Assignment
Neither party may assign, novate or transfer any rights or obligations without the prior written consent of the other.
Entire Agreement
This agreement supersedes any prior negotiation, conduct, arrangement or understanding between the parties in relation to its subject matter.
Third-Party Rights
Nothing in this Agreement confers any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
Counterparts
This agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one agreement.
Interpretation
In this agreement, unless the context otherwise requires:
- (singular and plural) words in the singular include the plural and vice versa;
- (currency) a reference to £ or “pound sterling” is to English currency;
- (gender) words indicating a gender include the corresponding words of any other gender;
- (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
- (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
- (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
- (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
- (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
- (headings) headings and words in bold type are for convenience only and do not affect interpretation;
- (includes) the word “includes” and similar words in any form is not a word of limitation; and
- (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
Schedule — Definitions
| Term | Meaning |
|---|---|
| Additional Delivery Charge | Charges for delivery and/or collection stated in the Contract, or levied where delivery/collection is other than to the Drop Off Point or takes longer than 60 minutes for any reason outside Omnia Networks’ control. |
| Carrier | Any third party engaged by Omnia Networks to deliver and collect the Equipment. |
| Client | The person, firm, company or other organisation buying Equipment or paying for Services from Omnia Networks. |
| Consequential Loss | Any loss that cannot reasonably be considered to arise naturally from a breach of contract, tort, statute or any other basis in law or equity, including without limitation loss of opportunity, loss of reputation, loss of use or indirect loss of profit. |
| Contract | The document(s) setting out these Terms and all other details of the Client’s agreement with Omnia Networks, including Service Delivery, Project Management, Hire Charges, Delivery Charges, Additional Delivery Charges and collection/delivery arrangements. |
| Delivery Charges | Charges stated in the Contract for delivery to and/or collection of the Equipment at the Drop Off Point where each delivery or collection takes no longer than 60 minutes. |
| Drop Off Point | The place at the Site where Omnia Networks or its Carriers will place the Equipment on delivery; shall be easily accessible and no more than 200 metres from the delivery vehicle. |
| Equipment | The service equipment described in the Contract. |
| Force Majeure | Any event or circumstance beyond the reasonable control of a party, including act of God; industrial action; war, terrorist act, civil commotion, weather or environmental factors; power failure; fault or failure of plant and apparatus; governmental restraint. |
| Intellectual Property Rights | All rights throughout the world relating to patents, inventions, moral rights, copyright, designs, trade marks, trade secrets, confidential information and goodwill, whether registered or unregistered. |
| Loss | Any loss including any liability, cost, expense (including legal costs on a full indemnity basis), claim, proceeding, action, demand or damage. |
| Omnia Networks | Omnia Networks Limited (company registration number 14650678), including all its employees, servants, agents and/or duly authorised representatives. Registered address: 128 City Road, London, EC1V 2NX. |
| Premises | 128 City Road, London, EC1V 2NX, or such other address as notified from time to time. |
| Site | The site(s) where the Equipment will be held while in the Client’s care, as set out in the Contract. |
| Statement of Work | A document agreed between the parties incorporating these Terms and setting out the specific services, deliverables, fees and other details for a particular event or engagement. |
| Territory | The United Kingdom. |
| Third Party Cancellation Fees | All fees payable by Omnia Networks to a third party arising from cancellation, earlier termination or rescheduling of the Service/Event. |
| VAT | Value Added Tax chargeable in the Territory. |
Omnia Networks Limited — Company No. 14650678
128 City Road, London, EC1V 2NX, United Kingdom
Tel: 0203 026 1278
By signing below, the Client confirms that they have read, understood and agree to be bound by these Terms and Conditions.