the arts house terms of service

1.1. This Agreement sets forth these universal terms and conditions, together with our Privacy Policy, and any other documents referred to herein (“Agreement”), on which we promote our Arts House Services whether they are video production services, business coaching or our performing arts school. We also promote and sell our services through our Arts House Website. If you buy our Services from us, you agree to be legally bound by this Contract and these Conditions. 

1.2. Joseph Greenslade, trading as the Arts House, brings over 30 years of experience in the performing arts industry, video services and teaching, business ownership, and coaching. With a background that spans from learning the craft to running successful performing arts schools and coaching business owners, the Arts House offers comprehensive business coaching services tailored to the needs of clients in the arts sector, performing arts schools and video production work. 

1.3. Where you are only electing to purchase one of our Services or more than one, these Conditions will apply. You will also be required to accept our Privacy Policy, together with any specific terms that may apply to our Services from time to time. Where you purchase any of our Performing Arts Services, you will be asked to agree and accept our application form and media consent form, which shall be incorporated into these Conditions, by way of reference. 

1.4. Our website can be found at http://www.theartshousegroup.com/  which is owned by us, and our contacts details are listed below(“Website”).

1.5. In this Contract, “we/us/our” shall mean Joseph Greenslade t/a the Arts House and “you/your/customer” shall mean you as our Client or customer including where you are acting as a parent or guardian. Each shall be a “party” and collectively referred to in this Contract as “parties”.

1.6. Where you communicate to us on behalf of a company or organisation, you agree that you have authority on its behalf to proceed with us.

1.7. This Contract shall prevail over any marketing material, or any electronic, written or oral representation made to you by us, our employees or agents. 

1.8. We recommend that you please read this Contract carefully before using the Website and before you commence your Order with us, as they affect your rights and liabilities and the basis upon which we may provide our Services to you.  

1.9. We may vary this Agreement from time to time as they may apply to your use of our Services.

2.1.  In these Conditions the following definitions apply:

Affiliate

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law

means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

Bribery Laws

means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Coaching Services

shall mean the business coaching services according to the chosen package of sessions and fees;

Conditions

means the Arts House’s terms and conditions of supply as set out in this document;

Confidential Information

means any video production work, scripts, commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Client

shall mean you as the customer, individual or company to whom this Contract applies and shall mean any person acting on behalf of and with the authority of such person of firm or corporate body who has agreed to purchase the Services from us and whose details are set out in the Order;

Contract

means this agreement between us and you as the Client for the sale and purchase of the Services incorporating these Conditions and the Order;

Data Protection Laws

means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

Deliverables

means any deliverables produced in the performance of the Services;

Documentation

means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;

Fees 

the fees payable by you to us for the Services as outlined in the Order whether it shall be individual fees, uniforms, show tickets,  packages or Paid Subscriptions;

Force Majeure

means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving us or any Arts House Personnel, but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay;

Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not

(b) including any applications to protect or register such rights

(c) including all renewals and extensions of such rights or applications

(d) whether vested, contingent or future

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

Location

means the address or addresses for delivery of the Services as will be agreed between the parties;

Order

means the order for the Services placed by the Client, which shall include any Scope of Work agreed between the parties and any free trial session or consultancy that you may participate in;

Paid Subscriptions

shall mean any subscriptions to membership  in the Performing Arts Services and any subscription services in the Business Coaching services. 

Performing Arts Services

means all performing arts school services including classes, workshops, experiences and individual tuitions.

Protected Data

means Personal Data received from or on your behalf in connection with the performance of our obligations under the Contract;

Scope of Work

any scope of work document which describes and details the Services to be performed by us to you;

Services

shall mean all services provided by us to you as set out in the Order placed either through the Website or otherwise, whether in the form of our business Coaching Services, video production services, birthday parties, theatre performances, shows or our general performing arts school services and teaching classes. These services are detailed and accessible on the Website, providing clients with a clear understanding of the available options and such agreed services shall be made in the Order;

The Arts House

means the business known as the Arts House owned and ran by Joseph Greenslade, in his capacity as a sole trader of 16 Daffodil Close, Mitcham Junction, Surrey, CR4 4FS;

Arts House Personnel

all employees, officers, staff, other workers, agents, contractors and consultants of the Arts House, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time;

VAT

means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.

Video Production Services

means the filming and production services specialising in actors' showreels, short films, and wedding videos which shall be set out in any Order and/or Scope of Work. 

2.2.1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

2.2.2. any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

2.2.3. a reference to a ‘party’ means either the Arts House or the Client and includes that party’s personal representatives, successors and permitted assigns;

2.2.4. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

2.2.5. a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

2.2.6. a reference to a gender includes each other gender;

2.2.7. words in the singular include the plural and vice versa;

2.2.8. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

2.2.9. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

2.2.10. a reference to legislation is a reference to that legislation as in force at the date of the Contract; 

2.2.11 . the word copyright means the entire copyright including rental and lending right, database right and design right subsisting under the laws of the United Kingdom and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world; and

2.2.12. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

3.1. This Contract commences on the date you formally accept these Conditions and shall continue until the Services have been completed when it shall terminate automatically, unless terminated earlier in accordance with clause 18 (the “Term”).

3.2. These Conditions apply to and form part of the Contract between us and you. They supersede any previously issued terms and conditions of purchase or supply.

3.3. No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing.

3.4. Each Order by you to us shall be an offer to purchase the Deliverables subject to the Contract including these Conditions.

3.5. If we are unable to accept an Order, we shall notify you in writing as soon as reasonably practicable.

3.6. The offer constituted by an Order shall remain in effect and capable of being accepted by us for 5 Business Days from the date on which you submitted the Order, after which time it shall automatically lapse and be withdrawn.

3.7. We may accept or reject an Order at our discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:

3.7.1.  our written acceptance of the Order; or

3.7.2.  us delivering or performing the Deliverables or notifying you that they are ready to be delivered or performed (as the case may be).

3.8. Rejection by us of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.

3.9. We may issue quotations to you from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by you.

3.10. Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

3.11. In order to receive the benefit of our Services, you may be asked to create a membership account with us. You represent and warrant to us that all information submitted is accurate and complete. 

4.1. The Fees payable by you for our Services and any Deliverables shall be set out in our Arts House fee structure, or in accordance with the Order, as advised by us. From time to time, we may offer a promotional discount or flash sale which shall be reflected in any invoice raised by us. Such discounts will be entirely at our discretion at all times.  

4.2. To secure a booking, clients may be asked to make full payment upfront or provide the first instalment or deposit as specified in the agreed payment terms outlined in the Order. This will be dependent on the elected Service and will be agreed in the Order.  

4.3.  Where you elect to purchase our Coaching Services or Performing Arts Services, you may choose to do so on a subscription basis (“Paid Subscriptions”). Paid Subscriptions shall continue until you cancel your Paid Subscription with us on 30 days’ written notice. 

4.4. The Fees are exclusive of:

4.4.1.  Costs and expenses which are incurred as part of the provision of the Services such as third-party artwork, third-party production costs, creative production, which shall be pre-agreed with you before they become chargeable to you;

4.4.2  VAT (or equivalent sales tax), where VAT is applicable.

4.5. You agree to pay any applicable VAT to us on receipt of a valid VAT invoice.

4.6. The Fees outlined in the Order are estimated fees and expenses only and are based on the information provided to us by you. If the circumstances of the Services are likely to cause the Fees to change in any way, we shall inform you as soon as possible

4.7. Notwithstanding clause 4.5, we may increase our Fees with immediate effect by written notice to you, where there is an increase in the direct cost to us in supplying the relevant Services and any Deliverables which is due to any factor beyond our control.

5.1. We shall invoice you for the agreed Deliverables, partially or in full, at any time following acceptance of an Order.

5.2. Payment methods include full payment upfront via bank transfer, instalment payments or regular payments through direct debit, facilitated by the Arts House's payment partner, Stripe. Payment methods will be agreed in advance in the Order and are subject to our discretion as to payment terms. We may from time to time receive a cash payment from you and where we do so, you will be provided with a written receipt.

5.3. You agree to pay all invoices:

5.3.1. in full without deduction or set-off, in cleared funds by return of the date of each invoice; and

5.3.2. to the bank account nominated by us, or to Stripe, our third-party payment provider.

5.4  Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

5.4.1. we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of Barclays Bank from time to time in force;

5.4.2. suspend your access to any applicable Services; and

5.4.3. interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

5.5. We may at our absolute discretion refuse to commence or perform the Services until payment of our invoice(s) in accordance with clause 5.2 has been received.

5.6. Our payment terms are payment by return, on receipt of an invoice.  

5.7. Where any payments to us form part of a Paid Subscription agreed between us, such payments shall be on the same day each month, or the next available Business Day.

5.8. Where any payments to us are as a result of any Fees by instalments, you agree to pay us on the date of the invoice.

6.1.  The Services shall be performed by us. Where such Services involve a Location this will be defined in the Order. 

6.2.  Time is not of the essence in relation to the performance or delivery of the Deliverables. We shall use our reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. 

6.3.  Where we perform any Video Production Services or Business Coaching Services for you, we shall not be liable for any delay in, or failure of performance caused by:

6.3.1.  your failure to make the Location available to us;

6.3.2.  your failure to prepare any Location as may be required for the Deliverables;

6.3.3.  your failure to provide us with adequate instructions for performance or delivery or otherwise relating to the Deliverables;

6.3.4.  Force Majeure.

7.1  These terms and conditions apply to all video production services including, but not limited to wedding videography, show reels, video editing, promotional videos, corporate video services which shall be undertaken by us. 

7.2.  All works will be undertaken in accordance with the Order, and it is your responsibility to ensure any Order made by you, is correct and reflects the work we agree to do. We reserve the right to revise the Scope of Work or project requirements. 

7.3.  We will discuss our Fees with you prior to any Order being placed by you. We will require payment in full upon acceptance of these terms, or we shall ask for a deposit with the balance payable by instalments.

7.4.  We shall be responsible for providing all necessary equipment and crew for video production. You must provide required materials, locations, or permissions, unless otherwise stated in selected packages.

7.5.  For showreels, pilots and short films, we may assist in finding free locations or arranging permissions depending on the package. Wedding videography clients are responsible for liaising with venues for weddings, including obtaining filming permissions and adhering to venue guidelines and shall inform us of the venue or location. 

7.6.  You acknowledge and agree you shall be responsible for obtaining any permissions, clearances, licenses, releases and venue hire fees for the location of the Services, unless we have agreed otherwise in the Order.

7.7.  We shall have no liability to you or responsibility for any delays or failures to deliver the final product in the form of a Deliverable caused by any unauthorised use of Intellectual Property by you or any failure to give correct instructions.

7.8.  We take health and safety seriously and we reserve the right to remove any Arts House Personnel and/or equipment from any Location if we deem it to be unsafe or unsuitable. 

7.9.  In the event of adverse or inclement weather that prevents filming or results in delays, you agree that we shall not be responsible howsoever. We shall not be liable for any refunds or to reschedule filming. However, we may at our discretion reschedule where possible. 

7.10  In the event of any delays on your part, we shall not be liable to you for any additional costs or expenses. You agree to pay any additional costs incurred for any rescheduling time. 

7.11. You are responsible for prompt feedback in advance of us providing any Video Production Services. Delays in feedback may impact project timelines and we reserve the right to charge you for any additional costs that may be incurred for any such delays.

7.12.  In so far as any Deliverables are concerned, you will only be allowed to provide us with one set of editing notes / version amendments which we will be responsible for revising. Such feedback must be provided within 30 days of receipt of any Deliverables and we shall not be responsible if you fail to provide any feedback beyond the 30 days. For any further revision work, outside of this scope, you agree to pay any further additional charges. 

8.1. We shall carry out the Coaching Services with reasonable care and skill.

8.2. We agree to carry out the Services within the time period set out in the relevant coaching package or Services description. 

8.3. Each coaching package offered by us includes specific services, time allocations, and such fees, as detailed on the Website. You can elect which package works for your business.  Our monthly packages operate on a monthly rolling basis which takes the form of a Paid Subscription which may be subject to additional subscription terms, allowing clients flexibility in choosing the most suitable package following an initial consultation.

8.4. All coaching sessions (including rearranged sessions) must be taken within the timeframe specified in the package, or they will expire. 

8.5. You can reschedule coaching sessions, but we require a minimum of 48 hours' notice. For anything less than 48 hours’ notice, the session will be treated as having been taken. Any late, missed, or cancelled sessions may result in charges and could lead to suspension or termination of Services.

8.6. All coaching sessions shall take place in the prescribed method agreed at the time of your Order.

8.7. You agree that you will pay all agreed Fees in connection with the Services according to your chosen package. 

8.8. We will only agree to any amendments or additional services in writing with you. Additional coaching time may be available upon request, subject to availability and at a pro-rated hourly rate. 

8.9. You will provide us with all information and assistance and ensure that all information and assistance provided to us is accurate. 

8.10. You and us will agree on the times, dates, and Location for the coaching sessions at all times.

8.11. Coaching is a collaborative process between us and you, designed to inspire you to maximise your personal and professional potential. You are responsible for your own decisions, actions, and results arising from the coaching relationship. We do not provide therapy and coaching is not a substitute for professional advice from qualified professionals.

8.12. Where it is necessary for us to cancel a coaching session, we will offer an alternative session or a refund at our discretion.

8.13. Notwithstanding your consumer rights to cancel, as referred to in these universal Terms, you may cancel any of our Coaching Services upon one month’s written notice to us.   

9.1. Our performing arts services include performing arts sessions in any of our Locations. This clause 9 specifically applies to any of our performing arts services including workshops, classes, or any other experiences which are included in this service offering.

9.2. You confirm that upon acceptance of these Terms, you are a parent or legal guardian of the child receiving the Deliverables in the Performing Arts Services (“Student”). You will be asked to join our membership program and become a member (“Member”).

9.3. To become a Member of ours, you will be asked to complete our registration process including any necessary consent forms in person, online, or by post. When you make an Order for any of the Performing Arts Services, you will be accepting these Conditions. 

9.4. Once you have registered to become a Member, paid any applicable Fees to us, then your membership will be effective. 

9.5. You agree to purchase the uniform for the Student and you acknowledge that the Student receiving the Deliverables will have purchased the uniform from us within 30 days of commencing any classes. 

9.6. If you are not going to be the person accompanying the Student, you are responsible for ensuring that person has permission to collect the Student and has read these Conditions. 

9.7. Places in our classes are available on a first-come, first-served basis. We retain the right to refuse enrolment to any individual for any reason deemed inappropriate and at our discretion.

9.8. We offer a trial basis for new clients, and you acknowledge where your child participates in any trial, this is not indicative of a place in any of our performing arts programs. 

9.9. We ask all Students to wear our recommended uniform which can be purchased directly from us. 

9.10. Our Fees are payable in accordance with your Order. Where such Fees amount to a Paid Subscription or annual payment, these will be deducted from your nominated bank account or payment method. You can elect to pay by alternative means, but this will be agreed between you and us.

9.11, Membership for any of the Performing Arts Services shall be subject to a minimum period of one month, and notwithstanding any consumer rights to cancel, as referred to in these universal Conditions, you may cancel any of our Performing Arts Services upon one month’s written notice to us.

9.12. We may offer sibling discount for more than one child, but this will be subject to availability and at our discretion.

9.13. If payment cannot be collected from you for any reason, we reserve the right to suspend our Performing Arts Services and terminate this Agreement with immediate effect. You may also be charged an administration fee for any failed attempts to take payments.

9.14. All classes will be chargeable whether or not a Student is able to attend. 

9.15  Students must adhere to any health and safety requirements set down by us and where these are applicable, these will be communicated to you and the Student. Students participate in activities at their own risk, and you are obligated to disclose any existing medical conditions or injuries on the application form. Any changes to medical status must be promptly communicated in writing to us. You are responsible for ensuring that emergency contact details remain up to date. In the event of illness or injury during activities, we will utilise the emergency contact number provided. 

9.16. You acknowledge that where necessary, emergency treatment will be administered by the first aider on site, and an ambulance will be called. Any medication brought to the venue must be clearly labelled and administered by the Student unless directed otherwise by written instruction from you. Food consumption during regular weekly lessons is prohibited, and Students are encouraged to eat a substantial meal at least 20 minutes before class. We also ask that Students bring a large bottle of water to each session. Exceptions may be made for special events, workshops, or performances, with prior notification to you.

9.17. In the event of a Force Majeure event, we may opt to transition classes to an online format. Every effort will be made to find suitable alternatives or extend term dates. However, we shall not be obligated to provide any refunds or offer alternative classes and instead, clause 17 may apply.

9.18. We ask that Students arrive punctually for classes. We reserve the right to refuse entry to latecomers to minimise disruption. You agree that your Student will adhere to any code of conduct and guidelines that may apply. 

9.19. You agree to promptly collect your Student at the end of any class. Failure to do so may result in penalties or the cancellation of membership. Students must be collected from the designated pick-up area, as communicated by us.

9.20. We do not offer refunds or makeup sessions for missed classes due to sickness, inclement weather, government restrictions, or personal decisions. In cases of prolonged illness exceeding four weeks, we ask that you provide to us a doctor's note for membership suspension. Requests for holiday or break periods must be submitted in writing to us via email or the Website. Paid Subscriptions may be discounted at our discretion.  

9.21 Food Consumption and Allergy Guidelines

The safety and well-being of our students are our highest priorities. To ensure all dietary restrictions and medical conditions are respected, we kindly request that only the following snacks are brought to class, along with a large bottle of water:

Bananas
Apples
Carrot sticks
Grapes
Gluten-free rice cakes
Plain popcorn (without butter or dairy toppings)

We strongly encourage students to have a full meal before attending class. To maintain a safe environment, food sharing is strictly prohibited, and all snacks must be free from any traces of nuts.

10.1. We warrant that, the Deliverables shall:

10.1.1. conform in all material respects to their description and the Scope of Work;

10.1.2. be free from material defects;

10.1.3. be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and

10.1.4. in the case of any media on which the Deliverables are supplied, be of satisfactory quality within the meaning of the Consumer Rights Act 2015.

10.2. You warrant that you have provided the us with all relevant, full and accurate information as to your business and needs.

10.3 Except as set out in this clause 10:

10.3.1 we give no warranty and makes no representations in relation to the Deliverables; and

10.3.2 we shall have no liability for their failure to comply with the warranty in clause 10.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

11.1. For the purposes of this clause 11 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

11.2. Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

11.2.1 all of that party’s personnel;

11.2.3 all others associated with that party; and

11.2.4 all of that party’s subcontractors; involved in performing the Contract so comply.

11.3. Without limitation to clause 11.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

11.4. You agree to immediately notify us as soon as you become aware of a breach or possible breach by you of any of the requirements in this clause 11.

12.1 Each party (Indemnifying Party”) shall indemnify, and keep indemnified, the other party, its directors, officers, employees, affiliates, contractors, partners, shareholders and agents (“Indemnified Party”) from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by an Indemnified Party as a result of the negligent or the intentional acts or omissions by the Indemnifying Party or  while performing its obligations under the Contract.

12.2. During the Term of this Contract, we shall ensure we have in place such insurance as may be required of us as a business. 

13.1. The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

13.2. Subject to clauses 13.5 and 13.6, our total liability shall not exceed equivalent to the Fee payable under this Contract.

13.3. Subject to clauses 13.5 and 13.6, we shall not be liable for consequential, indirect or special losses.

13.4 Subject to clauses 13.5 and 13.6, we shall not be liable for any of the following (whether direct or indirect):

13.4.1 loss of profit;

13.4.2 loss of revenue;

13.4.3 loss or corruption of data;

13.4.4 loss or corruption of software or systems;

13.4.5 loss or damage to equipment;

13.4.6 loss of use;

13.4.7 loss of production;

13.4.8 loss of contract;

13.4.9 loss of commercial opportunity;

13.4.10 loss of savings, discount or rebate (whether actual or anticipated); and/or

13.4.11 harm to reputation or loss of goodwill. 

13.5. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

13.5.1 death or personal injury caused by negligence;

13.5.2 fraud or fraudulent misrepresentation;

13.5.3 any other losses which cannot be excluded or limited by Applicable Law;

13.5.4 any losses caused by wilful misconduct.

14.1. We own or licence all rights, title and interest in and to all of our Intellectual Property Rights including, but not limited to the copyright and trademarks in the Website, Deliverables and our Services. Except as expressly stated in this Contract, this Contract does not confer any other rights or transfer of our intellectual property rights in the Website and all rights not expressly granted are reserved by us. The structure, code and organisation of the Website, Services and the Deliverables are the valuable trade secrets and Confidential Information of us.

14.2. You agree that you must not copy, duplicate, reproduce, modify, or create derivative works from or otherwise modify our Website, the Services and any Deliverables provided to you.

14.3. If we provide you with any materials, whether digital or printed in the Services or Deliverables, you acknowledge that it shall be our intellectual property and you may only use these materials for your personal use and you may not share these with any third parties. We therefore grant you a non-exclusive, royalty free and non-transferable licence to use any such Deliverables. 

15.1. Each party undertakes that it shall keep any information that is confidential in nature concerning the other party any Confidential Information confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 15.2.

15.2. A party may:

15.2.1 subject to clause 15.5, disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Contract, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 15 as if it were a party;

15.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

15.2.3 subject to clause 15.5, use Confidential Information only to perform any obligations under this Agreement.

15.3. Each party recognises that any breach or threatened breach of this clause 15 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

15.4. This clause 15 shall bind the parties during the Term and for a period of 5 years following termination of this Contract.

15.5. To the extent any Confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any obligations under this Contract.

16.1. In so far as any Protected Data is concerned, you acknowledge that you are a Controller, and that we shall be a Processor for the purposes of processing Protected Data pursuant to the Contract. We shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions given to us in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves you of any responsibilities or liabilities under any Data Protection Laws. 

16.2. We shall only use any Protected Data provided to us strictly in accordance with our Privacy Policy. We encourage you to read this carefully and you will be asked to accept the terms together with this Contract before we commence any of our Services for you. 

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, either party may terminate the Contract by written notice to the other party.

18.1. We may terminate the Contract at any time by giving notice in writing to you if:

18.1.1 we wish to do so;

18.1.2 you commit a material breach of Contract and such breach is not remediable;

18.1.3 you commit a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach; or

18.1.4 you have failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after we have given notification that the payment is overdue.

18.2. Termination or expiry of the Contract shall not affect any of our accrued rights and liabilities at any time up to the date of termination.

19.1.   Notwithstanding the rights in clause 18, where you are a consumer, you have the right to change your mind and may cancel your Order or this Contract. Any cancellation must be within 14 days from the date of your acceptance of this Contract and must be communicated to us in writing. To do this, you must formally notify us of your intention by written notice by emailing us or writing to us at joseph@theartshousegroup.com. 

19.2. Subject to clause 19.1 where you exercise your right to cancel this Contract, we will refund you as soon as possible and, in any event, within 14 days. We shall refund any monies due to you using the same method used for payment. 

19.3. If you are entering into this Contract as a business, we will only agree to a cancellation at its discretion, otherwise this Contract shall remain in operation.

20.1. Any notices to be sent under these Conditions must be sent by pre-paid first-class post to the address referred to in this Contract or by email. 

20.2. Where any notice is sent by email, it shall be to the recipient’s email address and shall be deemed to have been received within 48 hours of sending, upon evidence of a delivery receipt.

20.3. This clause does not apply to notices given in legal proceedings or arbitration.

The rights and remedies provided in the Contract for us, only are cumulative and not exclusive of any rights and remedies provided by law.

Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to your obligations only.

You agree that you shall at our request, and at your own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

24.1. You may not transfer your rights or obligations under this Contract, but we may transfer our rights under this Contract to someone else. 

24.2. Nobody else has any rights under this Contract. This Contract is between you and us. 

24.3. The invalidity of one or more of the provisions of the Contract between the parties does not affect the validity of the remaining provisions. In the event that a provision should be invalid, the parties shall replace it by a new provision that adheres as closely as possible to the objectives of the original provision.

24.4. Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Contract, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 

24.5. The abstinence from, or failure to, exercise or enforce its rights by one party with respect to the other party will under no circumstances constitute a waiver thereof, unless such a waiver is in writing and signed by the waiving party. No waiver shall be deemed to be a waiver of any subsequent breach nor any breach of any other provision.

24.6. Neither party shall be deemed by virtue of this Contract to be an agent or partner of the other and each party will make clear in all dealings with third parties that it has no authority to make representations on behalf of the other or to bind the other contractually with any third party.

24.7. The Contract shall be governed by and interpreted in accordance with English law and shall be subject to the jurisdiction of the English courts. 

24.8. The Contracts (Rights of Third Parties) 1999 shall not apply to this Contract and no other person other than the parties to this Contract shall have any rights under it.

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).