ARDDUN AGENCY Terms and Conditions for Production Work
1. Interpretation
1.1 These Terms and Conditions ('Terms') apply to all production work carried out for or on behalf of JHWH Ltd T/A Arddun Agency ('Arddun') by the appointed supplier ('Supplier').The Supplier acknowledges that it has received these Terms because the Principal (who is Arddun’s customer) has instructed Arddun to act as its agent in connection with the relevant production work, and that all such work shall be governed by these Terms unless otherwise agreed in writing.
1.2 Each project shall be governed by (a) the Design Brief issued by Arddun setting out the creative intent and general scope of works; and (b) the Production Specification, confirming the detailed scope, technical requirements, and commercial terms (together, the “Production Pack”). The Production Pack are to be read in conjunction with these Terms, which together form the “Agreement.
1.3 If there is any conflict or inconsistency between the Design Brief, the Production Specification, and these Terms, the documents shall take precedence in the following order:
(a) the Production Specification (being the most recent and the most recently dated and detailed statement of the agreed scope and terms);
(b) these Terms and Conditions; and
(c) the Design Brief.
1.4 Definitions:
'Brand' has the meanings given in the Production Pack;
'Deliverables' means all materials, designs, installations and outputs provided by the Supplier based on the Production Pack;
'Fees' means the amounts payable under the Production Pack;
'Force Majeure Event' means an event beyond a party’s reasonable control;
'Installation Window' means the period for installation and/or de‑installation stated in the Production Pack;
'Retailer' has the meanings given in the Production Pac;
'Services' means the services described in the Production Pack;
2. Commencement and Duration
2.1 The Agreement commences on the earlier of: (a)Arddun’s written confirmation of the Supplier's appointment (including by email); or (b) the Supplier issuing an invoice for, or otherwise accepting, the work described in the Production Pack; or (c) the Supplier commencing the Services, and continues until completion unless terminated earlier in accordance with these Terms.
2.2 Each of the Production Packs once it has been finalized and agreed by both parties constitutes a separate contract. Arddun reserves the right to issue revised or updated versions of a Production Pack (including versions issued with a new date) until the Production Pack is finally agreed. Any such revisions do not create a new or separate contract. Termination of one Production Pack does not affect any other Production Pack.
3. Arddun’s Obligations
3.1 Arddun shall provide timely information, approvals and access reasonably required for the Supplier to deliver the Services.
3.2 Arddun shall act in good faith and make payments in accordance with clause 7.
4. Supplier’s Obligations
4.1 The Supplier shall perform the Services with reasonable skill, care and diligence and in accordance with the Production Pack, approved Design and all applicable laws, retailer/site rules and best practice.
4.2 The Supplier shall ensure Deliverables conform to the approved Design and specifications provided by Arddun and/or Brand and any technical, safety or operational specifications or requirements issued by the Retailer or venue and are fit for their intended purpose.
4.3 The Supplier shall provide competent staff and a nominated key contact authorised to make operational decisions throughout the project.
4.4 The Supplier shall provide Health & Safety documentation in connection with the Production Pack, including but not limited to (a) A completed Risk Assessment and Method Statement (RAMS) form and a general risk assessment and ensure compliance at all times.
4.5 The Supplier shall maintain insurance per clause 10 and provide evidence prior to commencing work upon request.
4.6 The Supplier shall not subcontract any part of the Services without Arddun’s prior written consent and remains liable for the acts and omissions of approved subcontractors.
5. Communication and Service Levels
5.1 The Supplier shall respond to communications, instructions and queries from Arddun within 2 business days during the project period.
5.2 Within seven (7) days prior to any Installation Window, the Supplier shall respond within twenty‑four (24) hours (including weekends where activity is scheduled).
5.3 Failure to meet the above response times constitutes a Service Level Breach ('SLA Breach').
5.4 Where an SLA Breach causes delay, additional management time, or cost to Arddun or its client, Arddun may recover its reasonable, evidenced administrative and management costs arising from such failure.
5.5 If two (2) or more SLA Breaches occur within a project, Arddun may, in addition to any other remedy, require a refund or credit of up to twenty-five percent (25%) of the total Fees payable under the relevant Production Pack.
5.6 Repeated or material SLA Breaches (including a failure to comply with clause 5.5) may constitute a material breach entitling Arddun to terminate the affected Production Pack under clause 11.
6. Delivery and Delays
6.1 Time is an important element of this Agreement. The Supplier shall use all reasonable efforts to complete installation and de‑installation within the Installation Window.
6.2 If any delay is anticipated, the Supplier shall notify Arddun in writing as soon as possible and propose a revised delivery plan for approval.
6.3 Where a delay within the Supplier’s control causes Arddun and/or its client to incur additional direct costs or retailer penalties, the Supplier shall reimburse those reasonable, properly evidenced costs.
6.4 No additional installation or delivery / weekend costs will be charged by the Supplier unless specifically agreed in the Specification and in advance by Arddun.
7. Fees and Payment
7.1 Fees and payment milestones are set out in the Production Pack. Unless otherwise stated in the Production Pack, 50% of Fees are payable by Arddun to the Supplier upon commencement of the Production Pack and 50% upon Arddun’s written acceptance of satisfactory completion.
7.2 Invoices are payable within fourteen (14) days of receipt unless otherwise stated in the Production Pack.
7.3 Late payments accrue interest at four percent (4%) per annum above the Bank of England base rate until paid in full.
7.4 Arddun may withhold payment for defective or incomplete Deliverables until rectified to Arddun’s reasonable satisfaction and in satisfaction with the specifications listed in the Production Pack.
7.5 No payment constitutes acceptance of defective or non‑compliant work.
7.6 All fees or quotes provided by the Supplier must include VAT or other withholding tax.
8. Quality and Rectification
8.1 The Supplier warrants that Deliverables shall conform to the approved design, be of satisfactory quality and free from defects for at least six (6) months after completion.
8.2 The Supplier shall remedy any defect, snag or damage at its cost within five (5) working days of notice from Arddun (or sooner where reasonably required by the retailer/site).
8.3 If the Supplier fails to remedy within the timeframe, Arddun may procure rectification by a third party and recover the reasonable cost from the Supplier.
9. Intellectual Property
9.1 Subject to payment of the Fees, ownership of Intellectual Property Rights in the Deliverables shall transfer to Arddun (or to the Brand if specified in the PRODUCTION PACK).
9.2 The Supplier retains ownership of any background tools, methods and know‑how, but grants Arddun a perpetual, worldwide, royalty‑free licence to use the same to the extent incorporated into the Deliverables.
9.3 The Supplier shall not use any photographs, renderings, design files or brand materials for promotional purposes without Arddun’s prior written consent.
9.4 Arddun may identify the Supplier as a contractor for the project where appropriate.
10. Liability and Insurance
10.1 The Supplier shall maintain the following insurances throughout the project and provide evidence on request: (a) Public Liability: minimum £10,000,000 per claim; (b) Employers’ Liability: minimum £1,000,000 (where applicable); (c) Professional Indemnity: minimum £1,000,000 (if design services are provided).
10.2 The total aggregate liability of either party under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of one hundred and fifty percent (150%) of the total Fees payable under this Agreement or £100,000, except that no limitation shall apply to liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
10.3 Neither party excludes or limits liability to the extent it cannot be excluded by law. Neither party shall be liable for indirect or consequential loss.
11. Termination
11.1 Either party may terminate a Production Pack immediately by written notice if the other party commits a material breach and fails to remedy within fourteen (14) days of notice.
11.2 Arddun may terminate for convenience on seven (7) days’ written notice, paying only for satisfactory work completed up to the termination date, together with any reasonable and evidenced costs the Supplier has unavoidably incurred in respect of committed materials or third-party charges that cannot be canceled.
11.3 On termination or expiry, the Supplier shall return Arddun’s property, remove its materials and provide all reasonable assistance to ensure site hand‑back.
12. Force Majeure
12.1 Neither party shall be liable for failure or delay in performing obligations due to a Force Majeure Event.
12.2 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Production Pack without liability, save for payment for Services properly performed up to the date of termination.
13. Confidentiality and Publicity
13.1 Each party shall keep confidential all non‑public information disclosed by the other party in connection with the Agreement, except where disclosure is required by law or to fulfil the Agreement.
13.2 The Supplier shall not publish or share any images, designs or case studies related to the project without Arddun’s prior written consent.
14. Governing Law and Jurisdiction
14.1 These Terms, and any dispute arising out of or in connection with them, shall be governed by the laws of England and Wales.
14.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute.
END.