Terms and Conditions
DEFINITIONS AND INTERPRETATION
0.0 The following terms shall have the following meanings for the purposes of this Agreement:
a. 'Business Day' means a day other than a Saturday, Sunday or a public holiday in England and Wales;
b. 'Commencement Date' means the date on which this Agreement is signed on behalf of both parties and exchanged, as set out above;
c. ‘Event’ the event described in the Event Summary;
d. ‘Event Summary’ means the summary specifying details of the Event on page 1 hereof;
e. 'Intellectual Property' means patents, trade marks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trade marks and service marks, copyrights, know-how, rights in designs and inventions, performances, computer programs, confidential information, business or brand names, goodwill or the style of presentation of goods or services;
a. ‘Medical Questionnaire’ means the medical questionnaire in the form set out at Schedule 1 to be completed in advance by each proposed participant in the Event;
b. 'Notice' means a notice complying with the terms of clause 15;
c. 'Price' means the sums payable for the Services to be supplied to the Client by the Contractor, as set out in the Event Summary;
d. 'Services' means the provision of an outdoor event as agreed with the Client and set out or referred to in clause 2 and the Event Summary;
d. 'Term' means the period from the Commencement Date until the completion of the Services or until earlier cancellation or termination of this Agreement for any reason.
e. ‘Venue’ means the venue or location for the Event as set out or referred to in clause 2.
0.1. Headings contained in this Agreement are for reference purposes only and shall not affect the interpretation or construction of this Agreement.
1. APPOINTMENT
1.1 The Client hereby appoints the Contractor to organise and host the Event.
1.2 If for any reason beyond the Contractor’s reasonable control (and whether or not due to a Force Majeure Event as defined by clause 11.1) the Venue or any third party services required for the Event is or are unavailable on the date or at the times agreed with the Client, or the Event cannot be held for any other reason, the Contractor will inform the Client as soon as reasonably practical and will provide another available venue and/or the services of a different available third party and/or reschedule the date or timing of the Event.
2. THE CONTRACTOR’S OBLIGATIONS
2.1. During the Term the Contractor shall provide the Services using reasonable skill and care and so far as is reasonably practical at the times and in the manner agreed with the Client.
2.2 All other warranties, conditions or other terms, express or implied by statute or otherwise, are excluded from the Agreement to the fullest extent permitted by law.
2.3. The Contractor and any sub-contractor used for the Event shall use all reasonable endeavours during the 2.4 Term to maintain at its own cost comprehensive general liability insurance covering the provision of the Services with not less than £2 million cover.
3. THE CLIENT’S OBLIGATIONS
3.1 In consideration of the Services to be rendered by the Contractor under this Agreement the Client agrees to pay the Price promptly in accordance with clause 5.
3.2 It is the Client’s responsibility to supply the Contractor with all necessary information relating to the Event, and to make all other necessary arrangements relating to the Event, except those which the Contractor agrees to make, in sufficient time to enable the Contractor to organise and conduct the Event in accordance with the Agreement. This will include, where appropriate:
a. identifying an appropriate member of the Client’s staff to act as Event co-ordinator, who will be the main point of contact with the Contractor;
b. providing the Contractor with relevant information such as dietary requirements;
c. ensure all relevant paperwork provided by the Contractor is passed to participants in the Event, including (as appropriate) disclaimers, Medical Questionnaires and risk assessment information; and
d. ensure participants in the Event are adequately briefed and sent all information provided by the Contractor prior to the Event, and that all necessary consents or other signed copies of relevant paperwork provided by the Contractor are duly returned to the Contractor in due time prior to the Event.
3.3 If the Client fails to make the arrangements or provide the information and paperwork so required, the Contractor may at its reasonable discretion, and without liability to the Client and/or any individual, cancel the Event and/or exclude from the Event any individual in respect of whom the required information or signed paperwork has not been provided.
3.4 Any breakages or loss of or damage to property or equipment supplied by the Contractor (other than due to the Contractor’s own fault) may be charged to the Client at full replacement cost following the Event.
If any of the participants in the Event causes any personal injury or damage to or loss of property or is responsible for any other loss or liability in connection with the Event, the Client will indemnify the Contractor against any loss or damage (including any related costs or expenses) and any third party claims.
4. PAYMENT AND CANCELLATION
4.1. The Client shall as consideration for the supply of the Services pay to the Contractor the sums (“Price”) specified in the Event Summary on the dates specified in the Events Summary.
4.2. The Contractor is unable to offer any refunds for any cancellations made with less than 60 days’ Notice. All Deposit payments are non-refundable.
4.3. All sums payable as part of the Price must be paid without any set-off or deduction, and are exclusive of any applicable Value Added Tax.
5. INTELLECTUAL PROPERTY
5.1. Any Intellectual Property rights throughout the world in and to any work provided or produced by the Contractor for the purposes of the Event or otherwise or in connection with the Services will belong exclusively to the Contractor, but the Client shall be entitled to use any such work (by way of a non-exclusive non-transferable licence) for the purposes of the Event only, unless otherwise agreed in writing with the Contractor.
5.2. The Client will not copy, reproduce, adapt, retain, disclose, make available in any media or offer for sale (directly or indirectly) any materials containing any of the Contractor’s intellectual property rights without the express written consent of the Contractor.
6. CONFIDENTIALITY
6.1. Each party undertakes that it will not at any time during or after the Term use, divulge or allow to be divulged to any person, except to its professional representatives or advisers or as may be requested by law or any legal or regulatory authority, any confidential information or Intellectual Property relating to the business or affairs of the other party which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
6.2. The provisions of this clause 7 shall continue to apply notwithstanding termination of this Agreement for any reason.
7. DATA PROTECTION
7.1. Each party warrants and represents that it has made, and undertakes that at all times during the Term it will maintain, any notification and registration required under the Data Protection Act 1998 (‘DPA’) which relates to the performance of its obligations under this Agreement, and that in the performance of this Agreement it will comply with the DPA.
7.2. The Client warrants and represents that it has obtained, and undertakes that at all times during the Term it will obtain, any consent required to be obtained from any data subject (as defined by the DPA) in order to enable the Contractor to provide the Services in accordance with this Agreement.
7.3. The Contractor undertakes that it will:
a. only use any personal information provided by the Client for the purpose of organising the Event, unless the Client agrees otherwise; and
b. have in place appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data as well as adequate security programmes and procedures to ensure that only authorised personnel have access to the personal data processing equipment to be used to process the personal data, and that any persons it authorised to have access to the personal data will respect and maintain all due confidentiality, including security programmes and procedures which specifically address the nature of sensitive personal data, where necessary.
8. WARRANTY
8.1. Each party hereby warrants and represents to the other that it has full authority, power and capacity to enter into this Agreement.
9. LIMITATION OF LIABILITY
9.1. The Contractor shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Client to the Contractor which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from the late provision of or failure to provide any relevant information which the Client is required to provide for the purposes of this Agreement, or any other fault of the Client.
9.2. Except in respect of death or personal injury caused by the Contractor's negligence (or those of any sub-contractors used for the Event), or as expressly provided in this Agreement, the Contractor shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any loss of profit or other economic loss (whether direct or indirect) or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence or default of the Contractor, its servants or agents or any sub-contractor used for the Event or otherwise) arising out of or in connection with the provision of the Services (including any delay in providing or failure to provide the Services) or their use by the Client, and the entire liability of the Contractor under or in connection with this Agreement shall not exceed the amount of the Price for the provision of the Services.
9.2. Nothing in this Agreement shall operate to exclude or limit the Contractor's liability for death or personal injury caused by the Contractor's or its sub-contractor’s negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or restricted.
THE CLIENT’S ATTENTION IS SPECIFICALLY DRAWN TO THE ABOVE PROVISIONS LIMITING OR EXCLUDING THE LIABILITY OF THE CONTRACTOR.
10. FORCE MAJEURE
10.1. The Contractor shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Contractor's obligations in relation to the Services, if the delay or failure was due to any circumstances beyond the Contractor's reasonable control (each a “Force Majeure Event”).
10.2. Force Majeure Events may include, without limitation, any act of God, inclement weather or flooding, act of government or state, war, civil commotion or insurrection or embargo, strike, lock-out or other industrial action.
11. TERMINATION
11.1. In addition to any other provision hereunder for the cancellation or termination of this Agreement for any reason, either party may terminate this Agreement by written notice if the other commits a material breach of this Agreement which, if capable of being remedied, is not remedied by the relevant party within 7 days after receipt of a Notice giving details of the breach and requiring it to be remedied, or if the other party becomes insolvent or goes into receivership, administration or liquidation, or ceases business.
12. GENERAL
12.1. This Agreement is personal to the Client. The Contractor may assign its rights or sub-contract its obligations under this Agreement to any other person.
12.2. The illegality, invalidity or unenforceability (in whole or in part) of any provision of this Agreement shall not affect the validity of the other provisions of this Agreement or the remainder of the affected provision, and the parties agree to use their best endeavours to negotiate in good faith and agree a valid and enforceable provision with a similar effect to the affected provision so far as that is possible.
12.3. Each party acknowledges that this Agreement (including any document referred to in it) constitutes the entire agreement between the parties and supersedes all prior agreements, understandings or arrangements between them relating to the subject matter of this Agreement whether written or oral. The Client acknowledges that it has not relied upon any oral or written representation made to it by the Contractor or its employees or agents which are not set out in the Agreement, and waives all rights and remedies which might otherwise be available to it in respect thereof, provided that nothing in this provision shall exclude or limit the Contractor's liability for fraudulent misrepresentation.
12.4. All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right granted by this agreement or otherwise available to it.
12.5. The failure or delay by either party to enforce or partially enforce any one or more of the terms or conditions of this Agreement shall not be construed as a waiver of any of its rights under this Agreement.
12.6. A waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of a subsequent breach of the same or another provision.
12.7. Each of the parties shall pay any costs and expenses incurred by it in connection with this Agreement.
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
13. APPLICABLE LAW AND JURISDICTION
13.1. This Agreement shall be governed by and construed in all respects in accordance with the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
14. NOTICES
14.1. Any notice required or permitted to be given by either party under or in connection with this Agreement shall be in writing (including email or fax but not other forms of electronic communication) and shall be:
a. delivered by hand at or sent by pre-paid first-class post (or other next working day delivery service) to its registered office (if a company) or its principal place of business (in any other case); or
b. sent by fax or email to the fax number or email address provided by that party for this purpose.
14.2. A notice so given shall be deemed to have been received:
a. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
b. if sent by pre-paid first-class post (or other next working day delivery service), at 9.00 am on the next Business Day after posting (or at the time recorded by the delivery service);
c. if sent by fax or email, at the time of transmission (provided that the transmitting fax machine prints out a successful transmission report or a read-receipt of the email is received), but if a notice would otherwise be deemed under this provision to have been given on a day other than a Business Day (or after 5.00 p.m. on a Business Day), it shall instead be deemed to be given at 9.00 am on the next Business Day after transmission.