General Terms & Conditions
These general terms and conditions of contract (hereinafter “General Terms and Conditions”) shall be considered as part of the contractual relationship between NJ Production OÜ (“NJ Production”) and the contracting company (“Client”), hereinafter jointly “Parties”, if NJ Production OÜ and the Client have agreed thereon in an order, order confirmation or other agreement. The General Terms and Conditions shall be applied in full unless the Parties have agreed otherwise in writing.
For the purpose of these General Terms and Conditions and documents to which the General Terms and Conditions extend to, the following definitions shall have the following meaning for the Parties, except in cases in which the Parties have agreed otherwise.
“Target Group” is a group of people consisting of the personnel, business partners of the client and other persons who participate in the performance of an Event.
“Event” is an event corresponding to the needs of the Client and the Target Group that is planned, produced and organised for the Client by NJ Production according to a specifically outlined programme.
“Budget” is a document approved by the Parties that determines the initial content of the Event and the estimated costs at the signing thereof. The Budget is an integral part of the Agreement documents.
- GENERAL OBLIGATIONS OF PARTIES TO CONTRACT
1.1. NJ Production is responsible for the relevant organisation and execution of the Event in a professional manner and as agreed in these General Terms and Conditions and/or in a manner further agreed on by the Parties.
1.2. NJ Production is obliged to notify the Client of any circumstances that have significant relevance to the organisation and success of the Event. The Client is obliged to pass such information on to the Target Group.
1.3. The Parties shall establish a Project Team, which shall observe the planning and execution of the Event and ensure appropriate communication between Parties. The Project Team shall be entitled to agree on amendments to the Event and the Budget, unless otherwise agreed in writing between the Parties.
1.4. The Client is obliged to facilitate the organisation and execution of the Event as agreed on in these General Terms and Conditions and further between the Parties.
1.5. The Client is obliged to pay NJ Production the agreed sum for the organisation of the Event in compliance with the conditions for payment provided in clause 7 of the General Terms and Conditions.
- PLACING AN ORDER
2.1. The order regarding the Event shall be considered placed from the moment of the confirmation of the written offer by the Client made by NJ Production. Upon confirmation of the order an agreement for the organising of the Event shall be deemed to have been concluded between the Parties (“Agreement”) and these General Terms and Conditions shall be binding on the Client.
2.2. The Parties hereby agree that declarations of intention delivered electronically (e-mail or any other means of communication) shall be considered as written order confirmations.
3.1. After confirmation of the order, NJ Production shall start preparations for performance of the Event.
3.2. NJ Production is obliged to carry out the preparations for the Event so that the Event could take place at the time and in the manner agreed on in the Budget. The Client shall facilitate the organisation of the Event according to the Agreement.
3.3. NJ Production has the right to use sub-contractors and third parties for performing its contractual obligations.
3.4. NJ Production gives directions and advice to the Target Group during the organisation of the Event, compliance with which contributes to the security of the Target Group and the fluent execution and the direct performance of the Event. The Client undertakes to follow the directions and advice of NJ Production and to help facilitate the Target Group’s compliance with the directions and advice.
3.5. If separately agreed with Client in writing, NJ Production has the right to prohibit the participation of a member of the Target Group in the Event due to the state of health, intoxication, aggressiveness or negligence of the person or due to other circumstances hazardous to his or her health or welfare or cause discomfort to other participants, or to end the Event if removal of a member of the Target Group is not sufficient.
3.6. If separately agreed with Client in writing, NJ Production reserves the right to end the Event or cancel the Event due to reasons related to the security of the Target Group or due to the requirements of public order. In this situation, the Client shall not be released from the contractual obligation to pay the fee.
3.7. To the extent the interruption or cancellation of the Event derives from the fact that the Target Group did not follow the directions and advice given to it or that the Client has not facilitated the organisation of the Event as agreed between the Parties or for other reasons related to the Target Group or the Client, the Client shall not be released from the contractual obligation to pay the fee.
- CHANGES IN THE EVENT
4.1. The Client has the right to make reasonable proposals for corrections and changes during preparations for the Event. NJ Production is obliged to make any changes and corrections without any further compensation if such changes and corrections do not affect the price, quality or timetable of the Event or the volume of work of NJ Production. Other corrections and changes shall be further agreed on and the Client is obliged to pay additional remuneration to NJ Production for such work as agreed on.
4.2. The Client undertakes to notify NJ Production of all desired changes at least 14 days before the Event. There are no cancellations possible less than 14 days before the Event.
4.3. NJ Production has the right to make reasonable corrections and changes during preparations for the Event on the condition that they do not affect the price, quality or timetable of the Event in a manner harmful to the Client or the Target Group. NJ Production is obliged to notify the Client of any changes prior to the Event.
- CANCELLATION OF ORDER AND TERMINATION OF AGREEMENT
5.1. If the Client cancels the order placed with NJ Production, NJ Production shall, subject to NJ Production’s duty to mitigate its loss, have the right to issue an invoice to the Client for all the costs and expenses incurred and the services performed up to the termination.
5.2. The Parties have the right to terminate the Agreement for the Event for cause if the other Party is in breach of Agreement and such breach is not cured within 14 days from receipt of notice hereof. The breach of no-tice and the termination of the Agreement shall be made in writing.
5.3. In case The Project or any part thereof cannot be executed due to a force majeure event the Client, the majority of the Target Group, or NJ Production becomes subject to, and the execution of an alternative program is not possible without undue hindrance or expense, the Parties shall primarily agree on a new date on which the Project or part thereof shall be executed. In case the rescheduling of the Event or part thereof it is not reasonably possible, the Client shall, subject to NJ Productions duty to mitigate its loss, be liable for non-refundable costs which NJ Production has committed itself to based on the Agreement prior to the date NJ Production became aware of the force majeure event, but Client shall be released for its further contractual obligations.
5.4. Any notices referred to in this Section 5 are required to be made in writing.
- CONFIDENTIALITY AND USE OF MATERIALS
6.1. The Parties undertake to maintain the confidentiality of any information and materials received from the other Party and the Target Group that the Party giving the information or material has classified as confidential. The Parties ensure that the personnel of the Parties, sub-contractors used and the Target Group are bound by the confidentiality agreement. The confidentiality agreement shall remain valid also after the Event.
6.2. If separately agreed with Client in writing, and regardless of the provisions of clause 6.3, NJ Production shall have the right to use the photos, recorded sound and image material, feedback from the Client and the Client’s name for its marketing purposes, having regard to good advertising practice, unless the Client or a third party participating in the Event specifically prohibits this.
6.3. Considering the provisions of clause 6.1, the Parties undertake to use the information and materials received from the other Party only for the purposes, during the term and to the extent defined by the Party giving information and materials. Any rights to the delivered material shall be reserved to the Party giving the materials. The Parties guarantee that the personnel of the Parties, the sub-contractors used and the Target Group are bound by the obligation provided in this clause.
6.4. The Parties are obliged to guarantee that the use of information and material delivered by them for the purposes defined by them according to clause 6.3 do not damage the rights of third parties. The Parties shall give notice of the restrictions for use of the delivered information and material and undertake to notify the other Party without delay of any claims filed against them that arise from the use of the information and material provided by the other Party.
- EXPENSES AND SETTLEMENTS
7.1. The Client is obliged to pay for the services according to the deposit & payment schedule in event confirmation form.
7.2. The Client shall make the payments provided in clause 7.1 of the Agreement according to the invoice with a term of payment of 30 days net (unless agreed otherwise). Late interest shall be calculated according to the applicable legislation.
7.3. NJ Production has the right to deviate from the calculated cost only if unexpected expenses arise from the
performance of the Event that could not be foreseen at the moment of compiling the Budget, and whenever reasonably possible only after having obtained the Client’s prior consent.
7.4. NJ Production has the right to demand compensation for additional costs, work and time spent deriving from the changes and corrections referred to in clause 4.1 of the General Terms and Conditions. Whenever reasonably possible NJ Production shall obtain the Client’s prior consent concerning such additional costs, work and time.
7.5. The Client agrees and NJ Production reserves the right to receive commission from suppliers. The payment of such commissions shall not affect the price and the payment terms for the Client as provided for in the Agreement.
- COMPENSATION FOR DAMAGE AND LIMITATION OF LIABILITY
8.1. The Parties are obliged to compensate the other Party for any direct damage resulting from a breach of the Agreement.
8.2. Unless the Parties have agreed otherwise, the Parties are not liable for any indirect damage resulting to the other Party from a breach of the Agreement.
8.3. The Target Group participates in the Event during working time and is first and foremost covered by the insurance cover of the employer.
8.4. NJ Production is obliged to obtain adequate insurance coverage to insure its liability for potential accidents related to the performance of the Event.
8.5. The Client or a member of the Target Group has the right to compensation for personal injury or property damage that has arisen due to the activity of NJ Production in relation to the Event or directly after the Event and concerning which NJ Production has an obligation to compensate for damage pursuant to the applicable legislation and which was caused to the Client or the member of the Target Group by an error in the activity of NJ Production. A prerequisite for the obligation to compensate for damages is that the damage was caused by the errors of the means used or the activity of NJ Production or by the activity of a person for whom NJ Production is responsible, which cannot be regarded as insignificant.
8.6. If the personal injury or property damage caused to the member of the Target Group derives from the in-toxication, negligence or aggressiveness of that member of the Target Group or from the fact that the member has not followed the directions or advice given by NJ Production under clause 3.4 of the General Terms and Conditions, NJ Production shall not be obliged to compensate for the damage.
8.7. The liability of each Party under this Agreement is in all cases limited to the amount that the Client is obligated to pay for the Event. Any limitations of liability in this Agreement shall not apply in the event of (i) willful misconduct or fraud, (ii) gross negligence, (iii) penalties or fines issued by authorities resulting from a Party’s breach of this Agreement, (iv) damage to tangible property caused by a Party’s negligence, (v) death or bodily injury, (vi) infringement of third party intellectual property rights, or (vii) breach of confidentiality obligations.
- EXCUSED NON-PERFORMANCE OF AGREEMENT AND FORCE MAJEURE
9.1. Non-performance or unsatisfactory performance of the obligations deriving from the Agreement shall not be considered breach of the Agreement if it was caused by circumstances that the Parties could not influence, could not and should not have foreseen or prevented. The existence of such circumstances must be verifiable and regardless of the above-mentioned unforeseen circumstances the Parties are obliged to take any measures for reducing the damage that may occur. If the impediment is temporary, the non-performance of obligation shall be excused only during the period during which the circumstance impeded the performance of the obligation.
9.2. The Party whose activities in performing its contractual obligations are impeded due to unforeseeable circumstances is obliged to notify the other Party thereof without delay, using means that guarantee the fastest delivery and at the same time sending a notice in writing.
9.3. The Parties shall not be liable for any error, delay or other breach of contract, which is due to force majeure.
9.4. Force majeure comprises one or more circumstances that prevent the Event from being implemented and are beyond the control of, or independent of, the Parties and could not have been reasonable anticipated when agreeing on the Event.
- CLAIMS FOR COMPENSATION OF DAMAGE AND OTHER NOTICES
10.1. The Client cannot rely on an error if the Client does not notify NJ Production thereof during a reasonable period of time from the moment the Client was or should have been aware about the error, unless there are significant reasons for delaying notification. NJ Production must be notified without delay of any errors that can be corrected during the Event or in any other way by NJ Production.
10.2. The Client is obliged to participate in determining the possible damage at its own expense and to present to NJ Production any materials of relevance in determining the damage.
- APPLICABLE LAW AND SETTLEMENT OF DISPUTES
11.1 The laws of Estonia shall apply to the implementation and interpretation of this Agreement.
11.2 Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Estonian Chamber of Commerce. The arbitration shall be held in Tallinn, Estonia, in English.
Last Reviewed 2021-02-09