These Terms shall govern the provision of all Services by HSQ to Customer. HSQ: means the Houston String Quartet. Customer: means any person who accepts the quotation of HSQ for the provision of Services or whose order or request for the provision of Services is accepted by HSQ. Date, Time, Deposit, Venue, Fee, and Services: each shall mean as detailed on the reverse of the Terms. The headings in the Terms are for convenience only and shall not affect interpretation.

Basis of Supply - orders accepted by HSQ or HSQ quotations accepted by Customer are accepted on the Terms to exclusion of all other terms including any Customer purports to apply to any order, confirmation of order, specification, request or other document or which might otherwise have been relied upon by Customer whether in negotiation or at any stage in dealings between the parties. Any Contract (whether, for example, by an exchange of correspondence or telephone) shall be subject to the Terms. In the event of inconsistency between the Terms and any other apparent Contract term, the Terms shall apply unless a change is expressly agreed to in writing and signed by both parties. Any representations about the Services shall have no effect unless expressly agreed in writing and signed by an authorized representative of HSQ. An order placed by Customer shall be deemed to be an offer by Customer to purchase the Services subject to the Terms.

Orders and Specifications - Customer shall be responsible for ensuring accuracy of the terms of any order submitted and for giving HSQ any necessary information relating to provision of the Services within a sufficient time to enable HSQ to perform the Contract in accordance with its terms. The specification for the Services shall be those details set out either in HSQ’s quotation (if accepted by Customer) or Customer’s order (if accepted by HSQ) provided always that the acceptance of either party shall only be valid if confirmed in writing to the other party. Where Services are to be supplied to Customer’s specification HSQ reserves the right to make any changes in specification of the Services, which do not materially affect their quality or performance. Customer may only cancel an order, which has been accepted by HSQ, upon terms that Customer shall indemnify HSQ for (a) 100% of the Fee where Customer cancels within 14 calendar days of the Date and (b) 50% of the Fee where Customer cancels within 28 calendar days of the Date. HSQ reserves the right without having to specify any reason therefore to terminate the Contract at any time prior to the Date provided always that in the event of HSQ exercising this right, HSQ shall immediately refund the Fee to Customer or any part thereof already paid by the Customer.

Services - Should Customer request and HSQ agree to provide services additional to those specified on the reverse of the Terms the fees for the same shall be mutually agreed between the parties, but otherwise for all purposes of the Terms the said additional services shall be deemed to be included within the definition of Services. HSQ undertakes that, in the event of it being unable personally to perform the Services in accordance with its obligations hereunder, it will provide by way of a substitute a similarly qualified string quartet (the “Substitute”), provided always that the provision of the Substitute shall be under a subcontract between HSQ and the Substitute and that the rights and obligations of HSQ hereunder in relation to Customer (save as to the performance of the Services by HSQ personally) shall not be affected, nor shall Customer be obliged to pay any fees to the Substitute for the provision by it of the Services. HSQ reserves the right to refuse to play outside or in direct sun light. Customer shall be responsible for ensuring that adequate facilities are available for provision of the Services at the Venue including seating, lighting and a space of 3 Metres Square. HSQ shall be entitled to rest periods during performance of the Services in accordance with the rules of the Musicians Union as from time to time declared. In the event that on the Date the Customer requests HSQ to provide additional services HSQ shall not be obliged to provide said additional services unless a fee in relation thereto has been agreed between the parties in advance. Time shall not be of the essence in relation to the provision of the Services provided always that time shall be of the essence in relation to the Time. In the event that performance of the Services has not commenced within the period of 30 minutes following the Time and said failure to commence provision of the Services is in not due to the act, omission or default of HSQ, HSQ reserves the absolute discretion to discontinue performance of the Services. HSQ shall at all times both prior to and subsequent to the commencement of the provision of the Services, reserve the absolute discretion to cease provision of the Services if the environmental conditions of the venue are unacceptable to HSQ. The exercise of any discretion hereby granted to HSQ shall not prejudice HSQ’s other rights hereunder and the Fee shall remain payable in full, without discount, set-off or counterclaim.

Fee - The Fee for the Services shall be HSQ’s quoted Fee or where no Fee has been quoted (or a quoted Fee is no longer valid), HSQ’s current Fee at the date of receipt of the order. All Fees quoted are valid for 14 days only or until earlier acceptance by Customer, after which time they may be altered by HSQ without giving notice to Customer. HSQ reserves the right by giving notice to Customer before the Date, to increase the Fee for the Services to reflect the increase in the cost to HSQ which is due to any factor beyond the control of HSQ (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of the labour, materials or other expenses or costs associated with the supply of the Services), specifications for Services which is requested by Customer, or any delay caused by instructions of Customer, or failure of Customer to give HSQ adequate information or instructions. The Fee is exclusive of Value Added Taxes.

Terms of Payment – Customer shall pay a non-refundable Deposit at the point of Contract with HSQ. HSQ may invoice Customer for the remainder of the Fee at any time prior to the Date. Regardless of whether HSQ has previously raised an invoice in relation to the remainder of the Fee all outstanding sums shall fall due for payment not less than 14 days prior to the Date. Customer shall pay the Fee within thirty days of the date of invoice and HSQ shall be entitled to recover the Fee notwithstanding that performance of the Services has not taken place. The time of payment of the Fee and the Deposit shall be of the essence of the Contract. Receipts for payment will be issued only upon request. No payment shall be deemed to be received until cleared funds are received. If Customer fails to make a payment on a due date then without prejudice to any other right or remedy available to HSQ, HSQ shall be entitled to: (a) cancel the Contract or suspend provision of the Services to Customer; (b) charge Customer interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum above the base rate of the Bank of Ireland from time to time or such higher rate awarded by a court, until payment is made (a part of a month being treated as a full month for the purpose of calculating interest); and (c) use any legal means deemed appropriate to recover any amounts owing by Customer and to recoup the costs associated therewith from Customer. Customer shall make all payments to HSQ without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
Bank and Administration Charges - If Customer makes a payment by check, direct debit, standing order or otherwise which is not subsequently honored by the financial institution concerned or if any mandate used to make a payment is cancelled, the Seller shall in its absolute discretion be entitled to charge a fee of $25.00 per each such item. The Seller reserves the right to apply an administration charge of $20.00 for each letter it is required to send to Customer in relation to any outstanding payments due. Proof of posting of any such letter by HSQ shall be taken to be conclusive evidence of receipt by Customer. Any amount falling due to HSQ pursuant to this condition must be paid within 14 days of Customer being notified in writing that the charge has been levied.

Warranties - Subject as expressly provided in the Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Any claim by Customer which is based on any defect in the quality of the Services or their failure to correspond with specification shall be notified to HSQ within 14 days from the Date and subject to the express provisions of this condition HSQ shall be entitled, in respect of the performance of any Services in breach of the Terms, at HSQ's absolute discretion to refund the Fee.

Limitation of Liability - Subject as otherwise provided herein, the following provisions set out the entire financial liability of HSQ (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Customer in respect of both any breach of the Terms and any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract. Except in respect of death or personal injury caused by HSQ’s negligence, HSQ shall not be liable to Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services. HSQ shall not be liable for any breach by it of the Terms (which breach will be subject to the limitation of liability provisions in the Terms) unless Customer notifies HSQ within 14 days of the Date of such alleged breach. HSQ shall not be liable to Customer for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the performance of the Services (even if caused by HSQ's negligence), nor will HSQ be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of HSQ’s obligations in relation to the Services, if the delay or failure was due to any cause beyond HSQ’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the HSQ’s reasonable control: (a) Act of God, explosion, flood, tempest, fire or accident; (b) War or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition; (c) Acts, restrictions, bye-laws, prohibitions or measures of any kind on the party of government, parliamentary or local authority; (d) Import or export regulations or embargoes; (e) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of HSQ or a third party); (f) Difficulties in obtaining raw materials, labor or fuel; (g) Power failure or breakdown of machinery; and (h) any inability of HSQ to provide the Services as a result of the Time not being adhered to by Customer. THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE FOLLOWING CONDITION Subject to express provisions of this Condition, HSQ's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of any Contract to which the Terms apply shall be limited to the Fee and HSQ shall not be liable to Customer for any other direct, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of good-will or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the supply of the Services.

General - HSQ may (a) assign the Contract or any part of it to any person, firm or company; (b) factor or assign any debts due to it from Customer under the Terms. Any notice required or permitted to be given by either party to the other under the Terms shall be in writing addressed to the address of the party last notified to the other party. Failure or delay by HSQ in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. Any waiver by HSQ of any breach of, or any default under, any provision of the Contract by Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. Neither the Seller nor the Buyer intend that any term of this Contract will be enforcable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. If any provision of the Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Terms and the remainder of the provision in question shall not be affected thereby. Each right or remedy of HSQ under the Contract is without prejudice to any other right or remedy of HSQ whether under the Contract or not. The laws of Texas, U.S, shall govern the Contract.