For the Supply of Event and Promotional Staffing Services
1. Definitions
1.1 “The Company” means EXECUTIONAL LTD.
1.2 “The Client” means the person, partnership or company purchasing Services from the Company.
1.3 “Services” means the provision of promotional staff, brand ambassadors, event staff, supervisors, event managers or other personnel supplied by the Company.
1.4 “Staff” means any personnel supplied or introduced by the Company to perform the Services.
1.5 “Quotation” means the written proposal, estimate or booking confirmation issued by the Company outlining the Services to be provided, including but not limited to staffing numbers, roles, dates, hours, locations and associated Charges.
1.6 “Agreement” means these Terms and Conditions together with the Quotation and any written instruction or confirmation issued by or agreed with the Client.
1.7 “Charges” means the fees payable by the Client for the Services as specified in the Quotation or any subsequent written amendment agreed by the Company.
2. Basis of Agreement
2.1 The Company shall provide the Services in accordance with the details set out in the Quotation issued to the Client.
2.2 The Quotation forms part of the Agreement between the Company and the Client and defines the scope, staffing requirements, locations, dates, hours and Charges applicable to the Services.
2.3 These Terms and Conditions govern the supply of all Services and shall apply to every booking unless expressly varied in writing by the Company.
2.4 In the event of any inconsistency between these Terms and Conditions and the Quotation, the Quotation shall prevail in respect of the commercial details of the Services.
2.5 A booking shall be deemed confirmed when the Client accepts the Quotation, issues a purchase order, provides written confirmation, or otherwise instructs the Company to proceed with the Services.
2.6 Once confirmed, the booking constitutes a binding agreement between the Company and the Client.
3. Nature of Services
3.1 The Company supplies Staff to assist with promotional, experiential or event-related activities as instructed by the Client.
3.2 The Company does not guarantee specific outcomes, including sales volumes, lead generation, customer engagement levels, footfall or commercial performance.
3.3 Staff remain employees or contracted personnel of the Company at all times.
3.4 Nothing in this Agreement shall render Staff employees, workers or agents of the Client.
3.5 The Client shall not represent Staff as their own employees or engage them outside of the scope of the agreed Services.
4. Client Responsibilities
4.1 The Client shall provide accurate briefing information, schedules, locations and activity requirements before the commencement of the Services.
4.2 The Client shall ensure that all activities comply with applicable laws, regulations and venue requirements.
4.3 The Client shall provide a safe working environment for Staff and comply with all applicable health and safety obligations.
4.4 The Client shall ensure that any products, equipment, materials or promotional items provided by the Client are safe, compliant and suitable for use.
4.5 The Client shall be responsible for obtaining any necessary permits, licences, venue permissions or insurance required for the activity unless otherwise agreed in writing.
4.6 The Company reserves the right to withdraw Staff from any situation which presents a risk to safety, legality or well-being.
5. Charges and Payment
5.1 Charges shall be as set out in the Quotation or booking confirmation issued by the Company.
5.2 New Clients will normally be required to pay on a pro forma basis prior to the commencement of the Services.
5.3 Approved Clients may be granted credit terms of 30 days from the date of invoice subject to satisfactory credit checks.
5.4 The Company reserves the right to withdraw or amend credit terms at its discretion.
5.5 For larger projects the Company may require a deposit or full prepayment prior to confirming staffing allocations.
5.6 All invoices must be paid in full without deduction, counterclaim or set off.
5.7 The Company reserves the right to charge statutory interest and recovery costs on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5.8 The Client shall also be responsible for any reasonable legal or debt recovery costs incurred by the Company in recovering overdue payments.
6. Minimum Booking and Additional Costs
6.1 The Company reserves the right to apply a minimum chargeable shift duration per Staff member as specified in the Quotation.
6.2 Travel, accommodation, subsistence or other operational costs may be charged in addition to staffing fees unless otherwise stated in the Quotation.
6.3 Additional hours worked outside of the agreed schedule may be charged accordingly.
7. Variations to Services
7.1 Any changes requested by the Client including additional hours, locations, staffing numbers or duties must be agreed with the Company.
7.2 The Company reserves the right to charge additional fees for any variation to the Services based on the Company’s prevailing rates.
7.3 Where Staff are requested or required by the Client, the Client’s representatives, venue management or event organisers to work beyond the agreed hours or undertake additional duties, such time shall be chargeable and invoiced accordingly.
7.4 Where additional hours are worked without prior written approval due to operational requirements at the activity location, the Client agrees that such time shall still be chargeable.
8. Cancellations and Amendments
8.1 Once a booking has been confirmed the Company will allocate Staff and resources accordingly.
8.2 If the Client cancels or materially reduces a confirmed booking the following charges may apply.
8.2.1 More than 7 days before the activity: up to 50 percent of the total Charges.
8.2.2 Within 7 days of the activity: up to 100 percent of the total Charges.
8.3 Reductions in staff numbers, hours or locations after confirmation may be treated as a cancellation.
8.4 If an activity is cancelled, delayed or disrupted due to circumstances outside of the Company’s control including venue closures, weather conditions, transport disruption or changes to event schedules, the Company reserves the right to charge for Staff time already committed or worked.
9. Liability
9.1 Nothing in these Terms excludes or limits the Company’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under English law.
9.2 Subject to clause 9.1, the Company’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Services shall not exceed the total Charges paid by the Client for the relevant booking.
9.3 The Company shall not be liable for any indirect or consequential loss including loss of profit, loss of revenue, loss of business opportunity or reputational damage.
9.4 The Company shall not be liable for the performance, conduct or actions of any third parties involved in the activity unless such third parties have been specifically contracted by the Company.
10. Engagement of Staff
10.1 The Client acknowledges that Staff supplied by the Company have been introduced to the Client through the Company.
10.2 The Client agrees that any future bookings involving such Staff during the period of 12 months following the last assignment must be arranged through the Company.
10.3 The Client shall not directly employ, engage or otherwise contract with any Staff introduced by the Company without the Company’s prior written consent.
10.4 Where the Client wishes to engage a member of Staff directly, the Client must first notify the Company and obtain written agreement to such engagement.
10.5 The Company reserves the right to charge a reasonable transfer or recruitment fee in respect of any such engagement.
11. Complaints
11.1 Any issues regarding the performance of Staff must be reported to the Company as soon as reasonably practicable during the activity to allow the Company the opportunity to address the matter.
11.2 Formal complaints must be submitted in writing within 48 hours of the activity taking place.
12. Confidentiality
12.1 Both parties agree to keep confidential any commercial, operational or proprietary information obtained during the course of the Agreement.
12.2 This obligation shall continue following the completion or termination of the Agreement.
13. Marketing and Case Studies
13.1 The Company may refer to the Services provided to the Client for the purposes of marketing, promotional materials, portfolio examples, case studies or recent work updates.
13.2 Any such reference may include the Client’s name, a general description of the activity, dates, locations and the type of Services provided.
13.3 The Company shall not disclose any confidential, commercially sensitive or proprietary information belonging to the Client as part of such marketing or case study materials.
13.4 Where photographs, video or branded materials are used, the Company will ensure that their use is reasonable, appropriate and does not misrepresent the Client or the activity.
13.5 If the Client reasonably requests that a specific reference to the Services be removed from the Company’s marketing materials, the Company shall consider such request and act reasonably in addressing it.
14. Force Majeure
14.1 The Company shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control including severe weather, transport disruption, industrial action, venue closure, government restrictions or other unforeseen events.
15. Entire Agreement
15.1 This Agreement constitutes the entire agreement between the Company and the Client and supersedes all previous discussions, correspondence, negotiations, arrangements or understandings relating to the Services.
15.2 The Client acknowledges that it has not relied on any statement, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in this Agreement or the Quotation.
15.3 Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
16. Governing Law and Jurisdiction
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and interpreted in accordance with the laws of England and Wales.
16.2 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 this Agreement.