The Agreement. Each event booking form (“Event Booking Form“) and these terms and conditions and any documents specifically referenced herein govern the purchase and sale of the services identified on the Event Booking Form (hereinafter the “Agreement“).
Defined Terms. In this Agreement the following words and phrases shall have the following meanings:
“Business Day” means any day of the year, other than a Saturday, Sunday or day on which major banks are closed for business in the City of Vancouver, British Columbia.
“Event” means the event of the Presenter as described on the Event Booking Form.
“Force Majeure” means any cause beyond the reasonable control of a Party, including, without limitation, acts of God, strikes, lock‑outs or other labour or industrial disturbances, accidents, fires, explosions, weather conditions materially preventing or impairing work, inability to secure fuel, power, materials, contractors or labour, failure of equipment or machinery, delays in transportation, war, civil commotions, riot, sabotage, applicable legislation and regulations, interruptions by government or court orders and future orders of any regulatory body of competent jurisdiction, but excluding financial inability of a Party.
“Location” means the location of the Performance as set out on the Event Booking Form.
“Parties” means the Circus and the Presenter.
“Performance” means the acts and performance of the Circus as described on the Event Booking Form.
“Price” means the cost of the Performance as set out on the Event Booking Form.
“Production Schedule” means the schedule provided by the Circus to the Presenter detailing the Performance including but not
limited to rehearsals, set up schedule and requirements such as dressing rooms, lighting and parking spaces.
“Specified Date and Time” means the dates and times of the Performance as set out on the Event Booking Form.
Performance. The Circus shall provide the Performance to the Presenter at the Location at the Specified Date and Time in accordance with the terms and conditions of this Agreement.
Payment. The Presenter shall pay to the Circus the Price by bank Cheque, Cash, VISA, Mastercard or E-Transfer in the lawful money of Canada issued in the name of “Inner Ring Circus Inc.” as follows: (i) (a non-refundable payment of 50% of the Price (the “Deposit”) shall be received by the Circus at the time of signing the contract. The remainder of the Price (the “Final Payment”) shall be received by the Circus no later than 7 days prior to the earliest Specified Date and Time of the Performance.
The Circus shall have the right to charge interest on any amount owing under this Agreement at the rate of 5.50% per annum from the due date to the date of payment.
Cancellation. If the Performance is cancelled (a) no later than three (3) Business Days prior to the earliest Specified Date and Time then the Presenter agrees to forfeit the Deposit and (b) within 72 hours of the earliest Specified Date(s) and Time(s) then the Final Payment shall be received by the Circus as set out in Section 3.
Advertising. The Presenter shall be entitled to, solely for the purposes of the Event, advertise and promote the appearance of the Circus and the Performance. The Circus hereby acknowledges and agrees that the Presenter may use its, including its performers’, names, photographs, likeness and any other similar promotional materials in all marketing, advertising or other activities used to increase attendance at the Event. The Presenter acknowledges and agrees that the Circus may include references to, photos of and use all advertising material related to the Event and the Performance in the promotional materials of the Circus and may advertise its business at the Event.
Performance Requirements. The Presenter shall, at its sole expense,
provide parking spaces to the Circus as specified by the Circus in a location of close proximity to and with direct access to the backstage area of the Performance and the Presenter shall ensure that such parking spaces will be reserved for the Circus for the time period specified by the Circus;
provide adequate security personnel to cover the backstage and stage areas where property belonging to the Circus will be placed before, during and after each Specified Date and Time of the Performance;
grant access to the Circus and its personnel to the backstage and stage areas where Performance is to be held;
provide the Circus with private, clean, dry, well-lit and temperature controlled dressing rooms as specified by the Circus; and
furnish a stage, stage lighting, sound and electrical power for the Performance as specified by the Circus.
Production Schedule. The Parties agree and acknowledge that the Production Schedule is incorporated herein and forms a part of this Agreement.
Recording, Reproduction or Transmission of Performance. The Presenter shall use its best efforts to prevent the recording, reproduction or transmission of the Performance (the “Recording“) by the Presenter or any third party without the written consent of the Circus. If the Presenter, upon written consent of the Circus, arranges for Recording of the Performance, the Presenter shall obtain and deliver copies of the Recording to the Circus upon request. The Presenter agrees that the Circus may, at its sole discretion, record or reproduce the Performance.
Independent Contractor. This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture, principal/agency relationship or employer/employee relationship between the Parties. The Presenter and the Circus shall at all times remain independent contractors of each other, and neither Party shall represent itself to be an agent or employee of the other. Each party shall pay all wages, salaries and other amounts due to its respective employees and shall be responsible for all obligations respecting such employees relating to income tax withholdings, employment insurance premiums, worker’s compensation, health care and pension plan contributions and other similar responsibilities.
Representations and Warranties.
Each Party warrants and represents to the other Party: (i) it has the power and capacity to enter into this Agreement and perform its obligations under this Agreement; (ii) its execution and delivery of this Agreement, and its performance of the covenants and obligations under this Agreement, is not limited or restricted by, nor shall it cause any breach, infringement or contravention of, (i) its organizational documents, (ii) any laws applicable to it, or (iii) any contract or agreement to which it is a party; and (iii) it has no knowledge of any existing, or reasonably anticipated, claim, action, proceeding, dispute or suit that would affect its ability to perform any aspect of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE CIRCUS MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND IN RESPECT OF THE PERFORMANCE.
Indemnification. Presenter shall and hereby does defend, indemnify and hold the Circus (including its officers, directors, shareholders, performers, contractors, employees, agents and representatives) harmless from and against any and all claims, demands, losses or injuries, damages, penalties, fines, liabilities and expenses (including court costs and reasonable attorneys’ fees) (each a “Loss“) arising out of or relating to or resulting in any way from any actual or alleged death of or injury to any person, damage to any property or any other damage or loss that results, or is claimed to result, in whole or in part, from any actual or alleged breach of this Agreement by or any act or omission, whether negligent or otherwise, of the Presenter (including its directors, shareholders, contractors, employees or officers).
Notice Any notice, direction or other instrument required or permitted to be given under this Agreement shall be in writing and given by delivering it or sending it by facsimile or other similar form of recorded communication including electronic mail addressed to the Circus and the Presenter as provided on the Event Booking Form. Any such communication shall be deemed to have been validly and effectively given (i) if personally delivered, on the date of such delivery if such date is a Business Day and such delivery was made prior to 4:00 p.m. (PST) and otherwise on the next Business Day, or (ii) if transmitted by facsimile or similar means of recorded communication including electronic mail on the Business Day following the date of transmission. Any party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such party at its changed address.
Time of the Essence. Time shall be of the essence of this Agreement.
Amendment. This Agreement may be amended or otherwise modified in writing by the Parties.
Waiver. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar); nor shall such waiver be binding unless in writing by the party to be bound by the waiver. No failure on the part of the Parties to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein and the Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.
Assignment. Either party may assign or transfer this Agreement or any of the rights or obligations under it except the Presenter shall not assign any payment obligations under this Agreement to a third party without the prior written consent of the Circus.
Severability. If any provision of this Agreement shall be deemed to be invalid or void, the remaining provisions shall remain in full force and effect.
Force Majeure. In the event of a Force Majeure, the Parties shall be relived from their respective obligations hereunder. Notwithstanding anything else in this Agreement, nothing in this Section shall relieve the Presenter of its obligation to make payments due as of the date of the Force Majeure. If the delay caused by the Force Majeure continues for 30 consecutive days, either Party may terminate this Agreement upon notice to the other Party.
Governing Law. This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver, and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Survival. The provisions of Section 10, 11, 19 and 20 shall survive termination of this Agreement.
Counterparts. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.
