Terms of Business

BRIEF TO EVENT TERMS OF BUSINESS

1. BASIS OF CONTRACT

1.1 These terms constitute the basis upon which Brief to Event carried out event planning and consultancy services of behalf of its customers. Each time a proposal is accepted by you, the Customer, this will constitutes a separate offer by you to purchase services from Brief to Event Solutions Limited (CRN: 05603261) whose principal place of business is at 8 Lansdowne Court, Bumpers Farm, Chippenham, Wiltshire, SN14 6RZ.

1.2 No proposal shall be deemed to be legally binding until Brief to Event receives your deposit for the services and issues written confirmation to you at which point and on which date the Contract shall come into existence.

1.3 These Conditions apply to the contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Customers may also be bound by terms imposed by the venue, caterers or other service providers introduced by Brief to Event.

1.4 Any quotation given by Brief to Event in a proposal shall not constitute an offer, and is only valid for a period of 14 days from its date of issue.

2. SUPPLY OF SERVICES

2.1 Brief to Event shall supply the event planning and consultancy services to the customer in accordance with the proposal in all material respects.

2.2 Brief to Event shall use all reasonable endeavours to meet any planning performance dates specified in the proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the services. The only date in respect of which time is of the essence is the date of an event itself.

2.3 Brief to Event shall have the right to make any changes to the services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the services, and Brief to Event shall notify the Customer in any such event of such change and of the cost implications (if any).

3. CUSTOMER’S OBLIGATIONS

3.1 The Customer shall:

(a) satisfy itself that the terms of the proposal are complete and accurate;

(b) co-operate with Brief to Event in all matters relating to the services;

(c) provide Brief to Event with such information and materials as Brief to Event may reasonably require in order to supply the services, and ensure that such information is accurate in all material respects, this may include providing delegate numbers, banners and branded merchandise;

(d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the services are to start;

3.2 If Brief to Event’s performance of any of its obligations under the contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) Brief to Event shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Brief to Event’s performance of any of its obligations;

(b) Brief to Event shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Brief to Event’s failure or delay to perform any of its obligations as set out in this clause 3.2; and

(c) the Customer shall reimburse Brief to Event on written demand for any costs or losses sustained or incurred by Brief to Event arising directly or indirectly from the Customer Default.

4. CHARGES AND PAYMENT

4.1 The charges for the Services shall be on a time and materials basis:

(a) the charges shall be calculated in accordance with Brief to Event’s fees as set out in the proposal;

(b) where the fees include Brief to Event’s standard daily fee rates These shall be calculated per individual on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on business days (being Monday to Friday excluding UK bank holidays);

(c) Brief to Event shall be entitled to charge an overtime rate of 150 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the services outside the hours referred to in clause 4.1(b); and

(d) Brief to Event shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Brief to Event engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Brief to Event for the performance of the services, and for the cost of any materials.

4.2 Brief to Event shall invoice the Customer as follows:

(a) 50% of total estimated fee on acceptance of the proposal (Deposit);

(b) 25% of the total estimated fee 30 days prior to the date of the event;

(c) 25% of the total estimated fee plus any additional fees incurred in accordance with these conditions within 30 days of completion of the event.

4.3 Save for the Deposit, which is payable prior to the parties entering into the contract, the Customer shall pay each invoice submitted by Brief to Event:

(a) Within 14 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by Brief to Event, and time for payment shall be of the essence of the contract.

4.4 The Contract is varied to the effect that any requests for additional goods or services connected to an event, or any request for expansion of scope of an event, following budget sign off and submission of purchase order, will be dealt with as follows:

(a) Brief2Event shall provide a quote (either in writing or verbally) outlining the anticipated cost of the request ‘additional costs’;

(b) The customer’s event Project Manager shall provide their agreement to the quote which shall be made in writing (and for this purpose writing includes email);

For the avoidance of doubt the absence of a purchase order for additional costs shall not preclude Brief2Event from recovering payment for the additional costs.

4.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).

4.6 If the Customer fails to make any payment due to Brief to Event under the Contract by the due date for payment , then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

4.7 The Customer shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Brief to Event may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Brief to Event to the Customer.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All intellectual property rights in or arising out of or in connection with the services shall be owned by Brief to Event.

6. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

6.1 Nothing in the contract shall limit or exclude Brief to Event’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law. 6.2 Subject to clause 6.1, Brief to Event shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

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

(f) loss of damage to goodwill; and

(g) any indirect or consequential loss.

6.3 Subject to clause 8.1, Brief to Event’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract shall be limited to 100% of the total charges paid under the contract to Brief to Event in respect of work carried out by Brief to Event (but excluding any monies paid in respect of third party services procured by Brief to Event on behalf of the Customer).

6.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 6.5 This clause 6 shall survive termination of the contract.

7. CANCELLATION

7.1 Without limiting its other rights or remedies and subject to clause 8 below, either party may terminate the contract at any time with immediate effect by giving written notice to the other party.

7.2 Without limiting its other rights or remedies, Brief to Event may terminate the contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment; or

(b) there is a change of control of the Customer (as defined by section 1124, Corporation Tax Act 2010).

7.3 Without limiting its other rights or remedies, Brief to Event may suspend provision of the Services under the contract or any other contract between the Customer and Brief to Event if the Customer becomes subject to any of the events listed in (a) to (c) below or Brief to Event reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this contract on the due date for payment.

(a) the Customer 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;

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

(c) the Customer’s financial position deteriorates to such an extent that in Brief to Event’s opinion the Customer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy.

8. CONSEQUENCES OF TERMINATION

On termination of the contract for any reason:

(a) the Customer shall immediately pay to Brief to Event all of Brief to Event’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, Brief to Event shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall be responsible for and shall indemnify Brief to Event against all fees, costs, charges and expenses levied by any third party suppliers in connection with the supply of goods or services in connection with the proposal.

(c) the Customer shall return all of Brief to Event materials and any deliverables which have not been fully paid for. If the Customer fails to do so, then Brief to Event may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this contract;

(d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and

(e) clauses which expressly or by implication survive termination shall continue in full force and effect.

9. GENERAL

9.1 Force majeure. Neither party shall be in breach of this contract nor liable for delay in performing, or failure to perform, any of its obligations under this contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. Notwithstanding this clause, if an event is disrupted by fire, flood, natural disaster, or failure of utility services or transport network, Brief to Event shall be entitle to use it’s reasonable endeavours to locate alternative venues and to take such necessary measures as may be appropriate to enable the event to go ahead, provided that the Customer shall at all times indemnify Brief to Event against any additional costs incurred in doing so.

9.2 Assignment and other dealings.

(a) Brief to Event may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the contract and may subcontract or delegate in any manner any or all of its obligations under the contract to any third party or agent.

(b) The Customer shall not, without the prior written consent of Brief to Event, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract.

9.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.3(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 9.3; 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.

9.4 Entire agreement.

(a) This agreement 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) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

9.5 Variation. Any variations to the proposal must be agreed by Brief to Event. If the Customer requests a variation or a variation is necessary due to any of the circumstances referred to in these Conditions, Brief to Event shall be entitled to charge such additional fees to the Customer as Brief to Event, in its sole discretion, deems necessary to preserve the commerciality of the contract.

9.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(b) prevent or restrict the further exercise of that or any other right or remedy.

9.7 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.

9.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, 24 hours after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

9.9 Third parties. No one other than a party to the contract shall have any right to enforce any of its terms.

9.10 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.

9.11 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.