BLOOM ENTERTAINMENT L.L.C. SUPPLIERS’ TERMS & CONDITIONS

Acceptance and terms and conditions
Supplier accepts the issued Purchase Order and any amendments by signing the acceptance copy of the Purchase Order and returning it to Bloom Entertainment L.L.C. Even without a written acknowledgment, Supplier's full or partial performance under our issued Purchase Order will constitute acceptance of these Terms and conditions. By acceptance of issued Purchase Order, Supplier agrees to be bound by, and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in the issued Purchase Order. These Terms apply to everything listed in our issued Purchase Order and constitute Bloom Entertainment's offer to Supplier, which Bloom Entertainment L.L.C. may revoke at any time prior to Supplier’s acceptance. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgment of our issued Purchase Order, or with delivery of any goods or services under issued Purchase Order, or otherwise, will not be binding on Bloom Entertainment L.L.C., whether or not they would materially alter issued Purchase Order, and Bloom Entertainment L.L.C. hereby rejects them. These Terms may be modified only by a written document signed by duly authorized representatives of Bloom Entertainment L.L.C. and Supplier.

Default
Time is of the essence of issued Purchase Orders. Bloom Entertainment L.L.C. may by written notice of default to Supplier (a) terminate all or any part of issued Purchase Order if Supplier fails to perform, or so fails to make progress as to endanger performance of issued Purchase Order in accordance with its terms. In case of damages, a Penalty of 5% from the total order/supply/purchase order value shall apply.

Delivery of goods and services

  1. Supplier agrees to supply and deliver the Goods/Products/Equipment/Services to Bloom Entertainment L.L.C. and to perform the Services, as applicable, on the terms set out in the proposal and our issued purchase order.
  2. Supplier shall, at its own expense, pack, load, and deliver Goods/Products/Equipment/Services to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Bloom Entertainment L.L.C. in writing. No charges will be allowed for transportation, insurance, storage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Bloom Entertainment L.L.C.
  3. Time is of the essence with respect to delivery of the Goods and performance of Services. Goods/Products/Equipment/Services shall be delivered, and Services performed by the applicable Delivery Date. Supplier must immediately notify Bloom Entertainment L.L.C. if Supplier is likely to be unable to meet a Delivery Date. At any time prior to the Delivery Date, Bloom Entertainment L.L.C. may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including, without limitation, for the convenience of Bloom Entertainment L.L.C. or due to failure of Supplier to comply as agreed, unless otherwise noted.
  4. Bloom Entertainment L.L.C. has no obligation to obtain insurance for Goods/Products/Equipment/Services at event venue/work location.

Price
Prices for the Goods and/or Services will be set out in the applicable Order. Price increases or charges not expressly set out in the issued Purchase Order shall not be effective unless agreed to in advance in writing by Bloom Entertainment L.L.C. Supplier will issue all invoices on a timely basis. All invoices delivered by Supplier must meet Bloom Entertainment L.L.C.’s requirements, and at a minimum shall reference the applicable Purchase Order.

Invoices, payment

  1. Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to one, and only one, purchase order.
  2. Payment shall be made on the terms of, net 30 days from the date of service completion, unless otherwise agreed by Bloom Entertainment in writing.


Hazardous materials
Supplier agrees to provide, upon and as requested by Bloom Entertainment L.L.C., to satisfy any applicable laws governing the use of any hazardous substances either of the following: (a) all reasonably necessary documentation to verify the material composition, on a substance by substance basis, including quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain, and the Services do not require the use of, any particular hazardous substances specified by Bloom Entertainment L.L.C.

Intellectual property rights
Supplier hereby grants to Bloom Entertainment L.L.C. a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute intellectual property (any deliverables containing any intellectual property of Supplier) as part of the Deliverables.

Insurance
Supplier presents and warrants to Bloom Entertainment L.L.C. that it has in place with reputable insurers such insurance policies in coverage amounts that would be maintained by a prudent supplier of goods and services similar to the Goods and Services provided hereunder, including, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including product liability coverage, all-risk contractors’ equipment insurance, worker’s compensation insurance and automobile liability insurance). In addition, Supplier will take out and maintain, at its own cost, such insurance policies and coverages as may be reasonably required by Bloom Entertainment L.L.C. from time to time. Supplier will promptly deliver to Bloom Entertainment L.L.C., as and when requested, written proof of such insurance. If requested, Bloom Entertainment L.L.C. will be named as an additional insured under any such policies. If requested by Bloom Entertainment L.L.C., such insurance will provide that it cannot be cancelled, or materially changed so as to affect the coverage provided under this Agreement, without the insurer providing at least 30 days prior written notice to Bloom Entertainment L.L.C.
Indemnities. Supplier shall indemnify, defend and hold harmless Bloom Entertainment L.L.C., its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Bloom Entertainment L.L.C. Indemnified Parties “) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Bloom Entertainment L.L.C. Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (d) Supplier’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.

Limitation of liability
EXCEPT FOR SUPPLIER’S OBLIGATIONS, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL BLOOM ENTERTAINMENT L.L.C. BE LIABLE TO THE SUPPLIER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO OUR ISSUED PURCHASE ORDER.

Assignment
Supplier may not assign, or subcontract issued Purchase Order, in whole or in part, without Bloom Entertainment’s prior written consent. Supplier’s permitted assignment or subcontracting of issued Purchase Order or any part thereof will not release Supplier of its obligations under issued Purchase Order, and it will remain jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted.

Governing law
All terms and conditions shall be governed by the laws of the State of Qatar and the guidelines of Qatar Chamber.

BLOOM ENTERTAINMENT L.L.C. CLIENTS’ TERMS AND CONDITIONS

Application and entire agreement

  1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Bloom Entertainment LLC a company registered in State of Qatar with registered office in Marina Twin Towers, Tower B, 11th Floor, Lusail, P.O. Box 24471, Doha, Qatar (we or us) to the person buying the services (you).
  2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
  3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  4. Interpretation
  5. A "business day" means any day other than Friday or official state holidays.
  6. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  7. Words imparting the singular number shall include the plural and vice-versa.
  8. Services
  9. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
  10. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
  11. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
  12. Your obligations
  13. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
  14. If you do not comply with clause 10, we can terminate the Services.
  15. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
  16. Fees and Deposit
  17. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
  18. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, transportation expenses, planning & designs, event ideas, venues inspections, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
  19. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
  20. The Fees are net and exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
  21. You must pay a deposit ("Deposit") as detailed in the quotation at the time of accepting the quotation and issuing the purchase order.
  22. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
  23. The Deposit is non-refundable as an overall policy, unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made). The following refund policy may apply:
    1. Refund request 30 days prior to event date: 0% refund
    2. Refund request 45 days prior to event date: 50% refund
    3. Refund request 60 days prior to event date: 25% refund
  24. Cancellation and amendment
  25. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 5 days from the date of the quotation, (unless the proposal/quotation has been withdrawn).
  26. Either we or you can cancel a purchase order for any reason prior to your acceptance (or rejection) of the proposal/quotation.
  27. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
  28. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
  29. Payment
  30. We will invoice you for payment of the Fees on the invoice dates set out in the quotation.
  31. You must pay the Fees due within 14 days of the date of our invoice unless otherwise specified.
  32. Time for payment shall be of the essence of the Contract.
  33. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you payment default penalty at the rate of 10%.
  34. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
  35. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
  36. Receipts for payment will be issued by us only at your request.
  37. All payments must be made in Qatari Riyal unless otherwise agreed in writing between us.
  38. Sub-Contracting and assignment
  39. We can at any time assign, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
  40. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
  41. Termination
  42. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to pay any amount due under the Contract on the due date for payment; or
    3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
  43. Intellectual property
  44. We reserve all copyright and any other intellectual property rights which may subsist in any services/goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
  45. Liability and indemnity
  46. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
  47. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
  48. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs, or expenses or;
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
  49. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
  50. Circumstances beyond a party's control
  51. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
  52. Communications
  53. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
  54. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
  55. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
  56. No waiver
  57. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
  58. Severance
  59. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
  60. Law and jurisdiction
  61. All terms and conditions shall be governed by and interpreted according to the laws of State of Qatar and all disputes arising under the terms and conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Qatari courts.

Bloom Entertainment L.L.C.
Date: April 2017