- 1 BJC Contracts
- 2 OLD - don't delete just yet
- 3 Things that should be in the contract
- 4 Things that should not be in the contract
- 5 Negotiating the sticky points
When you enter an agreement to receive or provide services or goods from/to another party you are entering into a legal contract. It is important to establish what is and what is not being provided along with how what is being provided will be managed. This is because, if things go wrong the courts will look to establish what has been agreed. In running a BJC you will enter into a number of contracts which you will need to consider. These could include a contract for:
- the site
- the show venue
- additional site facilities such as portaloos and mobile showers
- big tops
Just because a supplier has sent you their contract it does not mean that you have to accept it. Contract negotiation can help reduce your costs and more importantly help manage the risks you have.
Most contracts that you will enter into in running a BJC will consist of two parts. The first will describe the goods or services you are receiving and the second will be the terms and conditions that go along with them. An example of this could be portaloos. The description will be “20 x Type X portaloos, delivered 30th Feb, collected 31st Feb ” the Ts&Cs will describe info such as BJC20XX is responsible for not letting the loo get damaged.
Your first consideration for any contract should be “What am I getting for my money”. Does this meet your expectations of everything that you have agreed so far. Using the above example; is this the right number of loos, of the right type, for the right number of days? Do the Ts&Cs also meet your expectations, for example, you could be responsible for insuring the loos while you are hiring them and will need to ensure that they are covered in your insurance policy. You may also receive a service over and above what you need. You might be able to negotiate on these points with the supplier. For example, the terms say the supplier will empty twice a day. As you only need to empty once a day see if the supplier might be willing to provide a discount.
Make sure that you record all the things you have agreed within the description of goods and service or within the terms and conditions. It is easier to get things agreed upfront when everyone is working well together rather than when things are falling apart when people are less willing to negotiate. Also ensure that you remove anything that you are uncomfortable with in the contract. Using the above portaloo example above the Ts&Cs could say that if there is any damage to the portaloo then you are liable to completely replace the loo with a new model. If the supplier says that this clause is never used then ask them to take it out.
If you are running the convention in England whenever possible get the possible to be under English Law and under the jurisdiction of English courts. Obviously if you are running a convention in other parts of Britain make sure the contract is in your local jurisdiction. This means if things do go to court you won't have to travel so far and can use local experts. You might find this difficult to get for certain services such as web hosting which might be anywhere in the world.
Payment terms are something else that you should really consider carefully. When do you have to pay and for what? For the most part you should not pay 100% upfront for anything, however you might be asked to pay deposit to secure you order and then other amounts depending on the nature of the goods /services.
It is also worth considering what will happen should you or your supplier wish to terminate the contract. Remember this could be before the event. Ensure that you have a notice period in the contract that you/they must give. This should have a penalty associated with it to ensure that people are going to act in the best way possible. For example in the contract with the site, a hard line to take would be that if they cancel within a short time period (defined) before the event then you can recover costs that you will incur in sorting out the problems they have caused. Similarly they may also want this from you as they would have been unable to hire the site to anyone else. Also look to see what provisions are in your insurance and ensure that the two marry so that there are no gaps where you will have to cover costs.
For particular contracts you may want to have or not have specific clauses to ensure a stressful BJC.
The site will be one of your fundamental contracts. It is important to get this one right. Clauses that you may want to include are:
- Third parties / subletting - you are able to allow third parties to use the space that you have rented or sublet. This needs to be in place so that you can rent out space to tranders and food vendors.
- Publicity – venues may not allow you to publicise your event without their consent to your publicity material or at all. Within the contract firstly make sure that you can publicise. If they insist on checking your publicity material you might be able to get them to change this to something more acceptable, such as only checking generic material and style guidelines. This means that you will be able to publicise as you see fit without having to check with the venue.
- Access to premises – Check what the access rights are before, during and after. You may want to have a few site visits before the start of the convention. Check how the venue will have access to site during your hire. You will want their staff to have access to undertake duties such as cleaning and maintenance, however you do not want to allow other customers access to your parts of the site. If you are not hiring the whole site you should manage access routes between them. In this instance consider how many people will be moving between these parts and any access restrictions they may have (such as wheel chair users).
- Restrictions of use – You may have restrictions on how you can use certain spaces, like only non marking shoes in the hall. Consider what impact this will have on how you use the site and how you will manage this.
For merchandise the two key things to consider are quality and time (obviously cost is also important). While they will be a pain to store you should try to get the goods arrive in plenty of time for your event. You should check the quality of the items to ensure that the prints are in the correct place to the correct standard. Understand what the returns policy within the supplier is to ensure that you undertake your QC check within this time period.
Food / Drink
Staff who are acting as security will need to be registered with the Security Industry Authority (SIA). Make sure that they include in their contract that any staff they provide will be appropriately registered. You may also want to consider a clause that within reason you have the right to pick staff they supply, which you could invoke if their staff do not act in a manner befitting the convention.
Some security suppliers may insist on a specific number staff per convention goer, this will add to your costs. In reality the security staff are their to prevent problems from non-goers so you may want to reduce the number of staff required if you are in a safe area. If the security company insists on a particular number you could a – get a different supplier, b – insist on a review of the number of security staff after the first day and have the option to reduce numbers if needed (get this in the Ts&Cs).
For contract negotiation there are several things you can do to improve the outcome, not just for BJC but also the supplier.
Firstly it is important to understand what you are working with. Understand exactly what is it you want, write down your requirements. A good tool for this is MoSCoW. Also understand what you have in the budget for what ever you are negotiating for. When you go into negotiate do not be hostile and look to understand what is being provided and how this meets your requirements. Also try to understand what the supplier is trying to get from you (other than your cash), obviously this will impact on how you discuss with the supplier. Make sure that everyone who is on the BJC team involve in the negotiation has the same view as to what is going on and the same desired outcome. This will stop you appearing disorganised when talking to the supplier and present a more coherent approach. If someone goes massively off the agreed strategy and this becomes detrimental to your outcome, you can always stop for a bit regroup.
When you are negotiating it also worth understanding what the market is for what you want to buy. If there are twenty suppliers with a similar offer it may be easier just to move to another supplier than continue with the one you are dealing with. When there is only one you are not in such a strong position. Is it a buyer or sellers market?
At all times remain polite and present a positive attitude. Looking to resolve problems and agree the best outcome overall for everyone will usually get the best result. For example if you aren't getting what you want folding your arms saying “No!” and being uncommunicative is unlikely to get them to change their mind, where as saying “Sorry this doesn't really meet our needs can you make change X which would be more acceptable to us” is more likely to. This is also true of when contracts are up an running during the event.
Life of the contract
OLD - don't delete just yet
It's very important to get all your major suppliers under contract.
The contracts you write need to have all the detail in about everything you have verbally agreed with the supplier. Don't assume that because you've both agreed it in person or on the telephone that it is confirmed. Get it in writing!
You can negotiate a contract. Just because a supplier sends you something that looks very official and very standard does not mean you cannot have things within it changed.
Things that should be in the contract
Are there constraints on when they can come on site? Do you want delivery by a specific date and time? Do they have to be off site by a certain time?
Does the contract contain a detailed list of everything they are supplying for you, right down to the battery fire exit signs on the tent? What are the power requirements of their equipment?
What if their equipment goes wrong? You may need them to supply an out-of-hours number with which to get them on site if there is a problem.
If this is your venue, have you nailed down exactly which areas you are using? If you are relying on their electricity to run your outside areas, this should also be in the contract (along with your power requirements). Do you have sufficient office space in the building? How many keys can you have to it? Will you be using their internet?
If you are paying a deposit and then the balance (or in instalments) have the payment dates in the contract. If they are asking for most of the money very early on then negotiate for a later date.
Things that should not be in the contract
You should not be paying more than 50% up front for anything. Otherwise you have no recourse whatsoever should it all go Pete Tong.
There should not be any clauses in the contract that you are not comfortable with. The supplier may assure you that they don't really want your first born child, no other customers have had their children taken away, etc etc. The correct response to this is "Great! Then you won't mind taking it out of the contract".
Negotiating the sticky points
If you're going into a meeting, make sure you know in advance exactly what you want. Know what price you'll accept, know exactly what you want from them, know what concessions you might make or accept.
The supplier may say "Oh, this is our standard contract, everyone has to sign this contract, we can't change it...". If you are not 100% happy with the contract, find another supplier. Make sure you are doing everything in plenty of time so that time pressure doesn't force you to go with someone you're not happy with.
If something you really need is a sticking point and you still want to go ahead, can you use it to negotiate a different concession? If you need a lower price and you aren't getting one, see if they will throw in something else that helps you out.
If you feel like you're being railroaded into agreeing to something you don't fully understand or you don't like, stop the discussion. Say "I'll have to discuss this with the team before I can go further". Now go and find someone else (previous organiser?) who can help you out and suggest a course of action, or even come with you to a meeting for moral support.
During the whole time, even though you may have disagreements, you need the atmosphere to be one of collaboration. They want your business; you want their services; if it doesn't feel like you're working together to achieve this in a way that works for both parties, then something's wrong. If the relationship feels hostile at the beginning, it's only going to get worse, and conflict with your suppliers is the last thing you need during the event.