The Key Terms (as defined below) and the Terms & Conditions set out herein together comprise the “Agreement” relating to the provision of the Services to the Customer by AOK Events Limited (Sefton House, Northgate Close, Horwich, Bolton, Lancashire, BL6 6PQ, reg. number 3972760) (“Company”), where Company is delivering the Services in its capacity as a principal.
If there is any conflict or inconsistency between a provision in the Key Terms and a provision in these Terms & Conditions, the provision in the Key Terms shall take precedence.
Any capitalised terms used in this Agreement shall have the meanings given to them in the left hand column of the Key Terms or in Clause 1 of these Terms & Conditions.
Company and the Customer are each a “Party” and together, the “Parties”.
Background IPRs means all Intellectual Property Rights owned by, or licensed to, a Party prior to the Start Date;
Confidential Information means the existence and terms of this Agreement and all information disclosed by one Party to the other Party in connection with this Agreement, relating to its business and affairs, know-how, ideas, concepts, Intellectual Property Rights, technology and processes, business or marketing information, financial affairs, arrangements or agreements with third parties (in each case, whether in oral, visual or any other form) save to the extent that such information: (i) is already in the public domain at the time of disclosure; or (ii) enters the public domain other than by breach of any obligation of confidentiality;
Deliverable(s) means any materials created by Company for the Customer pursuant to the Agreement, including any specific deliverables requested by the Customer (including any set out in the Key Terms), but excluding any of Company’s Background IPRs;
Documentation means any tickets, admission documents or other documentation required by the Customer to enable the Customer and the Guests to fully benefit from the Services;
Event if applicable, means the event in respect of which Company is delivering event related services, providing hospitality related services or providing tickets (as applicable), in each case, as detailed in the description of Services in the Key Terms;
Force Majeure Event means all events beyond the control of the affected Party including war, hostilities, invasion, riot, civil commotion, epidemic, strikes, government control, royal bereavement, lock-outs, fire, flood, storm or other natural catastrophe, or any threat of the aforementioned, or any failure or delay caused by a sub-contractor or other third party supplier;
Guests means the guests listed in the Key Terms and/or such other guests as are invited to the Event by the Customer in accordance with the terms of this Agreement;
Intellectual Property Rights means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, rights in databases, privacy rights; (b) all intangible rights and privileges of a nature similar, analogous or allied to any rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world;
Key Terms means the booking form setting out the key commercial terms relating to the booking which include the following details:
- Customer’s details (including contact details);
- Booking name and reference;
- Description of the Services (including Event details, Venue details, description of any Company services and details of Guests);
- Confirmation that the Customer wishes to contract with Company as principal; and
- Details of the total Costs payable by the Customer.
Ordinary Expenses means the expenses incurred by the Customer and the Guests during the Event;
Payment Terms means the payment terms applicable to the Costs, as set out on the relevant Company invoice;
Services means the creative event related services (provided by AOK Creative) and/or venue finding services (provided by wefindvenues) and/or hospitality related services (provided by AOK Cavendish), as applicable, and as detailed in the Key Terms;
Start Date means the date of receipt by Company of the Customer’s acceptance of this Agreement, whether online or in hard copy; and
Term has the meaning given to it in Clause 2.1.
2. Term and Engagement
2.1 The Agreement shall commence with effect from the Start Date and shall continue thereafter until the completion of the Event or the completion of the Services (whichever is later) or unless and until otherwise terminated in accordance with Clause 0 (the Term).
2.2 The Customer engages Company to perform the Services in accordance with the Agreement for the duration of the Term. The Customer acknowledges that Company may use sub-contractors and third party suppliers to provide certain elements of the Event and/or Services (including venue owners, talent, and suppliers of production, catering and travel related services, accommodation etc).
2.3 The Customer acknowledges that Company is appointed to provide the Services on a non-exclusive basis and nothing shall prevent Company from providing any services of the same or similar nature to the Services to any third party.
3. Company’s Obligations
3.1 Company shall perform the Services during the Term with reasonable skill and care and in compliance with applicable laws.
3.2 Company shall use its reasonable endeavours to meet any performance dates or milestones set out in the Key Terms but any such dates are estimates only and time for performance shall not be of the essence.
4. Customer’s Obligations
4.1 The Customer shall co-operate with Company in all matters relating to the Services to ensure the timely and proper performance by Company of the Services.
4.2 The Customer acknowledges and agrees that it is fully responsible for the behaviour of its Guests at the Event. Further, it acknowledges that Guests may be refused entry at the Event if the number of Guests exceeds any maximum venue capacity notified to it by Company.
4.3 The Customer agrees that, in addition to the Customer’s compliance with the terms of this Agreement, the Customer shall comply with, and procure the compliance of its Guests with, all relevant terms and conditions (including any ground regulations or other venue or ticket terms and conditions that may be applicable), any guidelines (including relating to health and safety) and instructions of the Event itself and the Venue at which the Event is held.
5.1 In consideration for the provision of the Services by Company, the Customer shall pay the Costs to Company in accordance with the Payment Terms.
5.2 The Costs shall be payable by way of bank transfer to the bank account nominated by Company from time to time or other payment method specified in the Key Terms.
5.3 All amounts payable by the Customer under this Agreement are exclusive of VAT (unless otherwise specified in the Key Terms) and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding required by law).
5.4 In addition to the payment of the Costs, the Customer shall also reimburse Company for all reasonable expenses which have been properly incurred by Company in connection with the provision of the Services, together with any Ordinary Expenses and any expenses charged to Company in respect of any reduction in the final number of Guests attending the Event. Customer shall pay these expenses in accordance with the Payment Terms.
5.5 Where the Costs are less than £5,000 + VAT (in total), a postage and packaging charge of £6.95 will be added to the Customer invoice for secure special delivery of any Documentation.
5.6 Without prejudice to any of Company’s rights, failure by the Customer to pay any sums due to Company by the relevant due date shall entitle Company to cease provision of the Services, refuse to book any other events or purchase tickets under this Agreement (or any other contract with the Customer) and to cancel any uncompleted bookings without incurring any liability whatsoever to the Customer.
6. Intellectual Property Rights
6.1 Each Party retains ownership of its Background IPRs and nothing in this Agreement is intended to transfer any title, right or interest in such Background IPRs to the other Party (unless expressly stated).
6.2 The Customer grants to Company a royalty-free, worldwide, non-exclusive, perpetual and irrevocable licence to use any of the Customer’s Background IPRs solely to the extent necessary for Company to provide the Services and/or Deliverables and for Company to promote its services (including but not limited to using the Customer’s logos on Company’s website).
6.3 Company shall retain ownership of all Intellectual Property Rights in the Deliverables (excluding any of the Customer’s Background IPRs). To the extent that any rights in the Deliverables vest in the Customer, the Customer hereby assigns such rights (by way of present and future assignment) to Company free of charge with full title guarantee. The Customer shall take all steps necessary to give effect to this assignment.
6.4 Subject to full payment of the Costs and expenses, Company grants to the Customer a worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to use and modify the Deliverables (excluding Company’s Background IPRs) for the purpose of receiving and using the Services and the Deliverables.
6.5 Each Party warrants to the other Party that the use of any of its Background IPRs by the other Party strictly in the manner permitted under this Agreement will not infringe the Intellectual Property Rights of any third party.
7.1 If the Customer wishes to cancel the Services, it must promptly notify Company in writing. In such circumstances, the Customer shall be required to pay to Company all Costs and expenses incurred (or irrevocably committed to by Company) within 7 days of the cancellation date.
7.2 Subject always to Clause 7.1, where the provision of the Services by Company includes the provision of tickets, accommodation, third party services (such as catering, production, talent etc), and where Company receives a refund from its supplier(s) for the same, Company shall at its sole discretion refund to the Customer such amounts that it has received (less an administration fee of 15% where Company has not charged a management fee).
7.3 If the Customer cancels any Services or reduces the number of Guests and Company has already sent the Customer the relevant Documentation, the Customer agrees to return such Documentation to Company immediately at the Customer’s cost.
7.4 The Customer acknowledges that the cancellation and administration Costs set out above are reasonable. Company levies these charges as a genuine pre-estimate of its loss, both to cover its administration costs and to protect it against losses when customers cancel bookings.
7.5 Company shall use its reasonable endeavours to mitigate any additional third party costs which arise as a result of any cancellation by the Customer. Notwithstanding this, the Customer agrees to indemnify Company from and against any and all third party costs, claims, damages and expenses suffered or incurred by Company as a result of any cancellation pursuant to Clause 7.1.
8. Service Amendments
If the Customer wishes to request the provision of certain additional services which fall outside of the scope of the Services, it shall submit details of the requested additional services in writing to Company. The Parties shall then negotiate in good faith the terms which are to apply to such additional services (including any additional Costs and expenses) and shall document any agreed additional services in writing. Following which, such additional services shall be deemed to form part of the “Services”. For the avoidance of doubt, Company shall be under no obligation to agree to the provision of any additional services.
9.1 No Documentation shall be issued to the Customer until Company has received in clear funds the total Costs payable under this Agreement.
9.2 If the Customer requests that Company posts Documentation to it, the Customer agrees that risk in the Documentation shall pass to it upon Company posting the Documentation to the address stated in the Key Terms or otherwise notified in writing by the Customer. Company shall not be liable for any losses, damages or costs arising from non-delivery of any Documentation and Company reserves the right to levy an additional charge for issuing replacement Documentation.
9.3 No Documentation relating to the Event may be resold or transferred by the Customer (and the Customer shall procure its Guests’ compliance with the same restriction). Any Documentation relating to entry to the Event which is obtained in breach of these Terms & Conditions shall be void (together with all rights conferred or evidenced by such Documentation). Any person seeking to use Documentation in breach of these Terms & Conditions in order to gain or provide entry to or remain at the Event shall be liable to be refused admission or to be ejected from the Event and may be liable to legal action.
9.4 No Documentation shall be used as competition prizes, or trade incentives, nor may they be used in raffles, tombolas, lotteries or draws whether for commercial or charitable purposes without the prior written authority of the organisers of the Event (who shall be entitled to withhold such authority at its discretion).
10. Force Majeure
10.1 Company shall be not liable for any failure to fulfil any of its obligations under the Agreement insofar as such failure is due to a Force Majeure Event. In such circumstances, Company shall promptly notify the Customer of the existence of such Force Majeure Event, and shall use reasonable endeavours to overcome the Force Majeure Event. If a Force Majeure Event occurs and effects the date of an Event and/or continues for 14 days or more, Company shall be entitled to terminate the Agreement immediately on written notice to the Customer, without incurring any liability to the Customer.
10.2 If the Agreement is terminated due to a Force Majeure Event then Company shall be entitled to invoice the Customer for any and all outstanding amounts due to be paid by the Customer to Company under the Agreement as at the date of termination.
10.3 Nothwithstanding any provision in the Terms and Conditions, it is agreed that Company and/or Customer shall be entitled to postpone this Agreement by notice in writing as a direct result of the Coronavirus epidemic in the event that, acting reasonably and in good faith, it considers that it is inappropriate to stage the Event and/or staging the Event would harm the name and reputation of the Company or Customer, and in such an event, the parties agree to postpone the Event to a date to be mutually agreed and all of the same terms and conditions shall apply, and the Agreement shall be deemed amended accordingly.
11.1 Either Party (the Non-Defaulting Party) may terminate this Agreement immediately by written notice to the other Party (the Defaulting Party) if:
a. the Defaulting Party undergoes an insolvency related event;
b. the Defaulting Party commits a material breach of this Agreement which cannot be remedied; or
c. the Defaulting Party commits a remediable material breach and fails to remedy such breach within 30 days of receipt of notice from the Non-Defaulting Party requesting the remedy of such breach.
11.2 Termination of this Agreement shall be without prejudice to any rights and/or obligations of either Party accruing prior to the date of such termination.
11.3 Upon the expiry of the Term or earlier termination of this Agreement:
a. Company shall cease to provide the Services;
b. All sums due to Company shall become immediately payable by the Customer; and
c. Each Party shall upon request return to the other Party or destroy any Confidential Information of the other Party or any other materials belonging to the other Party which are in its possession or control.
11.4 Any Clauses of this Agreement which are intended to survive the termination or expiry of this Agreement shall continue with full effect notwithstanding the expiry or termination of this Agreement.
12.1 The Customer agrees to use best endeavours to ensure that all the Guests at the Event will have separate and adequate insurance cover to protect them and their property against the risk of injury or harm accruing to them as a result of attending the Event. Company shall not be liable in any circumstances for any personal injury or loss of damage to personal property at an Event.
12.2 Company shall maintain in place throughout the Term reasonable insurance policies to cover its potential liabilities hereunder, with a reputable insurance provider, and shall provide copies of the same to the Customer upon written request.
13.1 Each Party warrants and undertakes to the other that it:
a. has full right, title and authority to enter into this Agreement and to perform the obligations imposed on it hereunder and that it is not a party to any agreement with any third party that might conflict with the terms hereof;
b. will not make any defamatory statements or comments about the other Party; and
c. will not make any statement or knowingly do anything or omit to do anything which brings the other Party into disrepute.
13.2 Company gives no warranty about the Event for which the booking is made, including that it will take place on a certain date or at a certain venue, or as to its quality, suitability or otherwise. Company also excludes all other warranties (whether express or implied, statutory or otherwise) to the fullest extent permitted by law. For avoidance of doubt the delivery of our Services are subject always to the terms and conditions of any Documentation.
14. Data Protection
Company is committed to the protection of any Customer personal data which it processes in connection with this Agreement. Company will only process Customer personal data in accordance with the data protection statement notified to the Customer as part of the booking process and which can be accessed here – GDPR statement.
15.1 Save as otherwise permitted in this Agreement, each Party undertakes that it shall not at any time during the Term, and for a period of five years after termination or expiry of this Agreement, disclose to any person any Confidential Information concerning the other Party, except as permitted by Clause 2.
15.2 Each Party may disclose the other Party’s Confidential Information:
a. to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out that Party’s obligations under this Agreement and in each case, who agree to comply with the confidentiality obligations set out in this Clause 15;
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
c. if such disclosure has been approved in writing by the other Party.
16. Exclusion of liability
16.1 Nothing in this Agreement shall limit or exclude Company’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
16.2 Subject to Clause 16.1, Company 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 this Agreement for: loss of profits; loss of goodwill; or for any indirect or consequential loss.
16.3 Subject to Clauses 16.1 and 16.2, Company’s total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Costs paid by the Customer as at the date of the event giving rise to the liability.
16.4 The Customer acknowledges and agrees that the performance of the Services by Company may be dependent, conditional or otherwise reliant upon the performance by the Customer or a third party of certain obligations (including, without limitation, the provision of talent, venue hire, catering, travel, production or other related services), or the supply by the Customer or a third party of certain materials, information, access or other requirements. Company will not be liable for any delay or failure to provide the Services if the Customer or such third party does not perform such obligations or supply such materials, information, access or requirements (or does not perform or supply them in good time) and shall be entitled to an extension of time to perform its obligations, equal to the length of the delay caused by the Customer.
17.1 Any notice to be given under this Agreement shall be deemed to have been duly given if sent or delivered by: a) hand; or b) express or air mail or other fast postal or courier service; or c) email (save that notice of purported termination or alleged breach of this Agreement shall not be served by email but via another permitted means) in each case to the postal or email address as either Party may from time to time notify to the other for the purposes of receipt of such notices. Any notice served by hand, or by a courier or other postal service pursuant to b) above shall be duly served upon receipt by the addressee and where the notice or other document is given by email, service will be deemed to have taken place simultaneously with the delivery or transmission (provided that evidence of successful transmission can be produced). The provisions of this Clause 17.1 shall not apply to the service of any proceedings or other documents in any legal action.
17.2 This Agreement constitutes the entire agreement between the Customer and Company, and supersedes all previous or contemporaneous agreements, proposals, understandings and representations (written or oral).
17.3 Nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.
17.4 If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be deemed deleted from this Agreement and the remainder of this Agreement shall not be affected. Should the foregoing apply, the Parties shall use all reasonable endeavours to agree upon any lawful and reasonable changes to this Agreement which may be necessary in order to effect, as close as possible, the commercial intent of this Agreement.
17.5 No amendments to this Agreement shall be effective unless agreed in writing by the Parties.
17.6 This Agreement (and any non-contractual obligations arising out of it) is governed by the law of England & Wales and both the Customer and Company submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection therewith.