Terms of Service

1 Interpretation.

The following definitions and rules of interpretation apply in the Contract.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges and any expenses payable by the Client for the supply of the Event and/or Services in accordance with clause 5 (Charges and payment) and the Specification.

Client: the client who purchases the Event and/or Services from the Company for business or corporate purposes only as set out in the Specification.

Client Default: has the meaning set out in clause 4.4.

Commencement Date: the date on which the Contract shall come into existence in accordance with clause 2.3.

Contract: has the meaning given to it in clause 2.1.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.

Company: Hustle Crew Ltd a limited company registered in England and Wales with company number: 10506065 and registered address of: Flat 10, 215-217 Bedford Hill, SW12 9HQ.

Company Materials: has the meaning set out in clause 4.3(k).

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Event: means the event which is to take place at the venue as set out in the Specification.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer's written acceptance of the Quotation supplied by the Company.

Quotation: an estimated price for the Charges (whether provided by the Company verbally or in writing to the Client).

Recordings: any photographs or other recordings (whether visual, audio or other).

Services: the agreed services supplied by the Company to the Client as set out in the Specification.

Specification: the description and specification of the Event held by the Company and/or Services supplied by the Company to the Client by way of email from time to time pursuant to clause 2.1. The Specification shall form part of the Contract and is to be read in conjunction with these Terms and Conditions subject to clause 14.9.

Terms and Conditions: these terms and conditions.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 Basis of Contract.

2.1 These Terms and Conditions, together with the Specification, apply to the Order by the Client and the delivery and provision of the Event and/or Services by the Company to the Client (the ‘Contract’). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Any Quotation given by the Company shall not constitute an offer and is only valid for a period of 10 Business Days from its date of issue after which time it shall automatically be revoked, unless stated otherwise in writing by the Company.

2.3 The Order shall only be deemed to be accepted when the Company provides a written acceptance of the Order at which point, and on which date, the Contract between the Company and the Client will come into existence (the ‘Commencement Date’).

2.4 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained on the Company's website or in the Company’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Event and/or Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 The Company shall use its reasonable endeavours to ensure it complies with the Client’s request for a specific date and time for the supply of the Services. However, all dates and times for the supply of the Event and/or Services are subject to the Company’s confirmation and availability.

3 Supply of the Event and/or Services.

3.1 The Company shall use its reasonable endeavours to supply the Event and/or Services, in all material respects, to the Client in accordance with the Specification.

3.2 The Company reserves the right to amend the Specification, if necessary, (including but not limited to complying with any applicable law or regulatory requirement) and the Company shall notify the Client in any such event.

3.3 The Company warrants to the Client that the Event and Services will be provided using reasonable care and skill.

3.4 The Company makes no guarantee or representation as to the accuracy, completeness or suitability of its Event and/or Services nor that its Event and/or Services shall produce or cause any desired outcome or results for the Client. The Event and Services provided are for educational and general information purposes only. The Company shall have no liability whatsoever for any loss damage, costs, charges or expenses incurred whatsoever by the Client or any attendee (including any Young Attendee as defined in clausa 4.3(b)) as a result of or in consequence of its reliance on any information given by the Company.

3.5 The Company does not represent or warrant by providing its Event and/or Services to the Client, that the Client will be compliant with any codes, rules, directions, regulations, practices, guidance or legislation in respect of equality and diversity including, but not limited to, the Equality Act 2010, the Human Rights Act 1998 or the Client’s own codes of conduct, practices and/or polices.

3.6 The Client may be entitled to market, promote and/or advertise the Event and/or any Services to be supplied by the Company. The format, medium and content of any marketing, promotional and/or advertisement material must be agreed in advance with the Company. The Company shall not be obliged to provide the Client with any marketing, promotional or advertisement material. All rights in the Company’s Intellectual Property, marketing, promotional or advertising material shall be the sole and exclusive property of the Company and the Client shall not acquire any rights in respect of this nor any developments or variations of them. All Intellectual Property Rights in, and to any materials produced for the Event and/or Services by, or on behalf of the Company or jointly by the Company and the Client shall be the sole and exclusive property of the Company and if the Client acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Company on request, whenever that request is made.

4 Client's obligations.

4.1 The Client warrants that it is an incorporated legal entity, organisation or body within the meaning of The Companies Act 2006, or a Charitable Incorporated Organisation (CIO) under the Charity Commission, or a charitable company under the Charities Act 2011 or a Community Benefit Society under the Co-operative and Community Benefit Societies Act 2014.

4.2 The Client warrants that it is not a ‘Consumer’ as defined under the Consumer Rights Act 2015.

4.3 The Client warrants that:

(a) any information it provides to the Company including, without limitation, in the Specification is true, complete and accurate;

(b) it shall ensure that all attendees at the Event and/or in attendance during the supply of the Services by the Company are over the age of 18, unless otherwise specifically agreed in writing with the Company. If it is agreed that Event shall be delivered and/or the Services shall be supplied to attendees who are under the age of 18 (the ‘Young Attendees’), the Client shall be solely responsible and liable for ensuring any necessary consents (including, without limitation, the consent for the Young Attendee to attend the Event and/or during the supply of the Services) are obtained from the Young Attendee(s) or the Young Attendee’s parent and/or legal guardian (whichever is applicable);

(c) any consent obtained in respect of a Young Attendee (as referred to in clause 4.3(b) above) complies with the requirements under the Data Protection Act 2018. However, the Company shall not be responsible for: i) checking or verifying the age of any attendee or Young Attendee; ii) ensuring that any consent obtained by the Client is compliant with the Data Protection Act 2018; or iii) that that any consent is complete, true and/or accurate. The Client shall, without undue delay, provide the Company with evidence of such consent upon the Company’s request;

(d) it shall make payment of the Company’s invoices in accordance with clause 5, from the Client’s bank account (and not from a bank account in the name of the Client’s individual member(s));

(e) it shall co-operate with the Company in all matters relating to the provision of the Event and/or Services;

(f) it shall provide the Company, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Company;

(g) it shall provide the Company with such information and materials as the Company may reasonably require in order to supply the Event and/or Services, and ensure that such information is complete and accurate in all material respects;

(h) it shall prepare the Client's premises (or the premises, offices or conference centre at which the Event and/or Services are to be delivered as agreed by the Parties in the Specification) in relation to the provision of the Event and/or Services to be provided by the Company;

(i) it shall obtain and maintain all necessary licences, permissions and consents which may be required for the Event and/or Services and the premises at which the Event and/or Services are to be provided before the date on which the Event and/or Services are to start;

(j) it shall comply with all applicable laws, including health and safety laws;

(k) except where the Client is entitled to retain the Company Materials in accordance with clause 12.1(d), it shall keep all materials, equipment, documents and other property of the Company (the ‘Company Materials’) at the Client's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation;

(l) it shall not copy, reproduce or modify the Company Materials or use or distribute the Company Materials to any third party for any commercial or business purpose without the prior written consent of the Company; and

(m) it shall comply with any additional obligations as set out in the Specification.

4.4 If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (a ‘Client Default’) then:

(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Event and/or Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company's performance of any of its obligations;

(b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company's failure or delay in performing any of its obligations as set out in this clause 4.4; and

(c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

5 Charges and payment.

5.1 The Charges for the Event and/or Services shall be calculated in accordance with the Company's fee rates, as set out in the Specification; and the Company shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Event and/or Services including travelling expenses, and for any cost of services provided by third parties which are required by the Company for the performance of the Contract and the Services.

5.2 The supply of the Event and/or Services by the Company shall be during the specific hours set out in the Specification. If the Event and/or supply of the Services continues beyond the specific hours set out in the Specification or the start time is delayed as a result of the Client or the attendees for any reason, the Company shall be entitled to charge the Client an overtime rate.

5.3 The Company reserves the right to increase the Charges from time to time in line with the percentage increase in the Retail Prices Index and shall be based on the latest available figure for the percentage increase in the Retail Prices Index. This shall not affect the Charges for any Event and/or Services which are booked prior to the increase. However, if, pursuant to clause 10, the supply of any Services and/or the Event is rescheduled to a date following the date on which the Charges are increased in accordance with this clause 5.3, the Company reserves its rights to invoice the Client on the basis of the increased Charges.

5.4 The Company shall invoice the Client at any time prior to, or on completion of, the Event and/or Services.

5.5 The Client shall pay each invoice submitted by the Company:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Company,

and time for payment shall be of the essence of the Contract;

(c) the client will have the option, if requested, to pay in instalments of 50% upfront before l the Event confirmed date and 50% after completion. This will be the only schedule of instalments offered and will be provided upon request from the client if the Company agrees.

5.6 No value added tax is chargeable or payable in respect of the Charges if based outside of the UK.

5.7 If the Client fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company's remedies under clause 11, the Company has the right to charge the Client interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under clause 5.7 will accrue at 4% if the invoice is overdue by 30 days or more.

5.8 All amounts due under the Contract shall be paid in full by the Client without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6 Photography and Recordings.

6.1 The Client acknowledges and agrees that the Company may take Recordings before, during and/or after the provision of the Event and/or supply of the Services. The Recordings may capture, without limitation, the attendees at the Event and/or during the supply of the Services (including any employees, volunteers, directors, contractors of the Client (together the ‘Client’s Personnel’)) and the premises at which the Event is held and/or the Services are supplied. The Recordings may be used for promotional, marketing and/or advertising purposes connected to the Event and/or Services at any time and may be posted to the Company’s social media profiles, website and/or used in any promotional, advertising or marketing material.

6.2 The Client warrants that it shall obtain all consents and licenses necessary for the Company to take any Recordings pursuant to clause 6.1 above, including without limitation, from the owners of the premises (if applicable), the Client’s Personnel and the attendees. If Young Attendees (as defined under clause 4.3(b)) are in attendance during the Event and/or when the Services are supplied, the Client shall be solely responsible for obtaining consent from the Young Attendees or the consent of the Young Attendee’s parent or legal guardian (whichever is applicable) for the Company to take the Recordings. The Client warrants that any consent obtained in respect of a Young Attendee and/or Client Personnel shall comply with the requirements under the Data Protection Act 2018. However, the Company shall not be responsible for checking or verifying that any consents obtained by the Client are compliant with the Data Protection Act 2018 or that they are complete, true and/or accurate. The Client shall, without undue delay, provide the Company with evidence of such consent upon the Company’s request.

6.3 The Client shall also be solely responsible for ensuring that, if necessary, adequate and appropriate signage is erected within and outside the premises at which the Services are supplied and/or the Event is held confirming that Recordings may be taking place at the Event and/or during the supply of the Services.

6.4 The Client and any attendees (including any Young Attendees) may be entitled to take Recordings at the Event and/or during the supply of the Services provided that the Client agrees, and procures in writing that the attendees (including any Young Attendees) agree, that:

(a) the Recordings may only be used for personal and private purposes and must not be used, distributed or marketed for business or commercial purposes; and

(b) it shall clearly credit the Company credit in respect of any Recording which is posted or shared on social media (for personal and private purposes in accordance with clause 6.4(a) only) by ‘tagging’ the relevant, official social media account of the Company in or on the post.

6.5 If the Company becomes aware, either during or after the Event and/or supply of the Services that a Recording is being, or has been, made for business or commercial purposes with the view to gaining a profit, the Company shall be entitled, at its sole and absolute discretion to:

(a) request that the Client delivers up to the Company, or irretrievably deletes, all Recordings and any copies of the Recordings (including any Recordings made by an attendee and/or Young Attendee) within two (2) Business Days of the Company’s request; and/or

(b) request that any money, business or gain is delivered up to the Company within two (2) Business Days of the Company’s request.

7 Intellectual property rights.

7.1 All Intellectual Property Rights in or arising out of or in connection with the Event and/or Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Company.

7.2 The Client grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Company for the term of the Contract for the purpose of providing the Event and/or Services to the Client.

8 Data protection.

8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.

8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Company is the processor.

8.3 Without prejudice to the generality of clause 8.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of the Contract.

8.4 Without prejudice to the generality of clause 8.1, the Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under the Contract:

(a) process that personal data only on the documented written instructions of the Client unless the Company is required by Applicable Laws to otherwise process that personal data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Client;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(i) the Client or the Company has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) the Company complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

(e) assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Client without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 8and immediately inform the Client if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

8.5 The Client consents to the Company appointing a third party processor of Personal Data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 8 and in either case which the Company confirms reflect the requirements of the Data Protection Legislation. As between the Client and the Company, the Company shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 8.

9 Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 Nothing in these Terms and Conditions limits any liability of either party which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

9.2 Subject to clause 9.1, the Company's total liability to the Client shall not exceed the Charges paid by the Client under the Contract. The Company's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

9.3 This clause 9.3 sets out specific heads of excluded loss:

(a) subject to clause 9.1, the types of loss listed in clause 9.3(b) are wholly excluded by the parties.

(b) the following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

9.4 The Company has given commitments as to the compliance of the Event and Services with relevant specifications. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.5 This clause 9 shall survive termination of the Contract.

10 Cancelling or Rescheduling the Event.

10.1 The Company may reschedule or cancel the Event and/or Services at anytime for any reason whatsoever including, without limitation upon the occurrence of a Force Majeure Event pursuant to clause 13, by providing written notice to the Client. If the Company cancels the Event and/or Services, it may at its sole and absolute discretion:

(a) propose alternative dates and times for the Event and/or Services to be rescheduled; or

(b) issue the Client with a refund of any Charges paid in respect of the Event and/or Services.

10.2 If the Company reschedules or cancels the Event and/or Services in accordance with clause 10.1, it shall not be liable for any costs, charges, fees or losses whatsoever (including, without limitation, direct, indirect or consequential losses) that the Client may suffer as a result rescheduling or cancelling the Event and/or Services.

10.3 The Client shall be entitled to request that the Event and/or Services is rescheduled by providing the Company with prior written notice at any time but subject to giving at least one week’s notice before the date on which the Event and/or Services are due to start (as set out in the Specification) If the Client provides the Company with notice to reschedule the Event and/or Services in accordance with this clause 10.3, it must propose suitable alternative dates and times to reschedule the Event and/or Services, which shall be subject to the Company’s agreement. The Company shall be under no obligation to comply with or accept any alternative dates or times proposed by the Client and any such alternative dates and times shall be subject to the Company’s availability.

10.4 Subject to clause 10.6, the Client shall be entitled to request that the Event and/or Services is cancelled by providing the Company with written notice of up to at least four (4) week’ notice prior to the date on which the Event and/or Services are due to start (as set out in the Specification). On receipt of any notice from the Client to cancel the Event and/or Services, the Contract shall be terminated (subject to clause 12.3) and the Company may issue a refund or rebate (as the case may be) to the Client as follows:

(a) if the Client provides at least 12 weeks’ written notice prior to the date on which the Event and/or Services are due to start (as set out in the Specification), 75% of any fees already paid by the Client shall be refunded (or if not already paid at the date of cancellation of the Event, 25% of the total Charges shall be immediately due to the Company);

(b) if the Client provides between six (6) and twelve (12) weeks’ written notice prior to the date on which the Event and/or Services are due to start (as set out in the Specification), 50% of any fees already paid by the Client shall be refunded (or if not already paid at the date of cancellation of the Event, 50% of the total Charges shall be immediately due to the Company); or

(c) if the Client provides between four (4) and six (6) weeks’ written notice prior to the date on which the Event and/or Services are due to start (as set out in the Specification), 25% of any fees already paid by the Client shall be refunded (or if not already paid at the date of cancellation of the Event, 75% of the total Charges shall be immediately due to the Company).

10.5 If the Event and/or Services has been cancelled and the Client has already paid the Company in full, then the Company shall refund the Client in accordance with the relevant amount due under clause 10.4. If the Client has not already paid the Charges in full at the time of cancellation, then the Company shall raise a credit note in respect of any invoices issued and shall specify the relevant amount due by the Client to the Company under clause 10.4, and such amount shall be payable by the Client immediately upon receipt.

10.6 Unless agreed otherwise by the Company, if the Client provides less than four (4) weeks’ prior written notice to cancel the Event and/or Services prior to the date on which the Event and/or Services are due to start (as set out in the Specification), the Client shall not be entitled to a refund of any Charges already paid and the Client shall liable to make payment of 100% of the Charges in accordance with clause 5.

10.7 Unless agreed otherwise by the Company, if a Client has purchased Event hours with the Company, these are to be used up within 12 months after the date of purchase. After such, the Event hours will be considered to be expired, and the Company has the right to revoke the purchased hours with no refund or credit issued to the Client.

11 Termination.

11.1 Without affecting any other right or remedy available to it, the Company may terminate the Contract for any reason with immediate effect by giving written notice to the Client including, without limitation, in the event that:

(a) the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of being notified in writing to do so;

(b) if the Client fails to pay any amount due under the Contract on the due date for payment;

(c) the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the Client’s financial position deteriorates to such an extent that in the Company’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.2 Without affecting any other right or remedy available to it, the Company may suspend the supply of Event and/or Services under the Contract or any other contract between the Client and the Company if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 11.1(c) to clause 11.1(e), or the Company reasonably believes that the Client is about to become subject to any of them.

12 Consequences of cancellation and termination.

12.1 On cancellation of the Event and/or Services in accordance with clauses 10.1 or 10.4, or upon termination of the Contract in accordance with clause 11:

(a) the Event and/or Services shall be cancelled, and the Client shall immediately cease marketing, promoting and advertising the Event and/or Services;

(b) the Company may request that the Client releases such statement about the cancellation of the Event and/or Services in the wording, form and medium as the Company in its sole and absolute discretion may determine;

(c) notwithstanding clause 10.5 above, the Client shall immediately pay to the Company all of the Company's outstanding unpaid invoices and any interest accrued and, in respect of an Event and/or the Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt; and

(d) except where the Company allows the Client to retain the Company Materials, the Client shall immediately return all of the Company Materials. If the Client fails to do return the Company Materials, then the Company may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

12.2 Termination of the Contract in accordance with clause 11 or cancellation of the Event and/or Services in accordance with clause 10.1 or 10.4 above, shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or cancellation, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.3 Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Contract or cancellation of the Event and/or Services shall remain in full force and effect.

13 Force majeure.

13.1 The Company shall not be in breach of the Contract nor liable for delay in performing or failure to perform any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control which shall include, without limitation, the following:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemics, pandemics, viruses, diseases, illnesses including, without limitation, where the Company is prevented or delayed from performing any of its obligations under the Contract as a result of any decision, advice or recommendation by a government, legal body or authority (whether geographical or otherwise) in respect of any epidemic, pandemic, viruses, diseases and/or illnesses;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, strikes or labour or workforce delays;

(f) collapse of buildings, fire, explosion or accident;

(g) non-performance by suppliers or subcontractors;

(h) interruption or failure of any utility service; and/or

(i) interruption, closure or failure of any travel service or route,

each a ‘Force Majeure Event’ and together the ‘Force Majeure Events’.

14 General

14.1 Assignment and other dealings.

(a) The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

14.2 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract or at any time following the termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or companies of the other party, except as permitted by clause 14.2(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

14.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) The Client acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. The Client agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.4 Variation.

Except as set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.5 Waiver.

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.6 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

14.7 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address notified by one party to the other from time to time.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

14.8 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.9 Conflict. If there is an inconsistency between any of the provisions of these Terms and Conditions and the Specification, the provisions contained within the Specification shall prevail.

14.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

14.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.