Terms & Conditions
AGILE MEDIA LTD
STANDARD TERMS AND CONDITIONS (August 2015)
These Terms set out the terms between You and Agile on which a Exhibitor may attend an Event (defined below). Please read these Terms carefully as they contain important information.
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings. Less frequently used terms are defined within the body of these Terms:
"You", "Your(s)" means the person, firm or company named in the Booking Request as the company wishing to book places for Exhibitors to attend an Event, including its Exhibitors;
“Booking” means a booking for Your Exhibitors to attend an Event made by You to Agile by submitting a Booking Request and confirmed by Agile by providing you with a Confirmation (as defined in clause 2.3);
“Booking Request” means an application for Your Exhibitors to attend an Event made by You to Agile in accordance with clause 2.2;
"Exhibitor(s)" means the person(s) representing You at the Event;
"Event" means a wine-tasting or other event to be held by Agile in respect of which You are submitting a Booking Request to conduct tastings;
“Fee” means the total sum payable by You to Agile as specified in the Booking;
“Agile” means the entity identified in the Booking, which will be one of Agile Media Ltd registered in England no. 6646125 or HIM Ltd at registered address Myrtle House, Henfield, West Sussex, BN5 9DA.
“Terms” means these terms and conditions; and
"VAT" means value added tax chargeable under English law or such other applicable sales or other taxes.
1.2 In these Terms, unless the context clearly indicates another intention;
(a) headings are included for convenience only;
(b) references to clauses and Schedules shall be to clauses and schedules of these Terms;
(c) a reference to any gender includes other genders and the singular includes the plural and vice versa;
(d) references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and
(e) the words “include”, “including”, and “such as” are to be construed as if they were immediately followed by the words “without limitation”.
2.1 By submitting a Booking Request, You agree to be bound by these Terms to the exclusion of all other terms. If You do not agree to be bound by these Terms, then you should not submit a Booking Request.
2.2 Your Booking Request shall be made on a booking completed in full and signed by You or on Your behalf (or in such other written, electronic or oral form as Agile in its discretion accepts).
2.3 Your Booking Request is an offer to Agile to attend an Event and a binding contract between You and Agile will only be formed when written confirmation of acceptance is sent by Agile to You (whether or not it is received) using the contact details provided in the Booking Request ("Confirmation"). You should contact Agile if You have not received Confirmation within five (5) days of Your Booking Request. Agile reserves the right in its sole discretion to refuse to accept Your Booking Request. Your Booking Request and the Confirmation shall together (also referred to as the Booking) constitute a binding contract between You and Agile which shall be subject to these Terms and to any rules and regulations issued from time to time by Agile in relation to the Event. Please note that in the case of a conflict, the Booking shall take precedence over the Booking Request and these Terms.
2.4 The person signing the Booking Request on Your behalf shall be deemed to have full authority to do so and You shall have no right to claim against Agile that such person or persons did not have such authority.
2.5 You are jointly and severally liable under these Terms with any agent appointed to make the Booking on Your behalf.
3. Attendance at the Event
3.1 You must notify Agile of the names and titles of the Exhibitors attending the Event at the time of making the Booking Request. You may send a substitute Exhibitor to the Event at any time but in all other respects Exhibitor registrations are issued for personal use only and cannot be shared with any person during the Event. You may not make Exhibitor registrations as agent for any third party or sell or otherwise transfer a registration to others, or exploit a registration commercially or non-commercially in any way.
3.2 Where tickets/admission documents for the Event are posted to You, the risk in the goods shall pass to You upon the items being posted out to the contact address provided on the Booking Request.
3.3 The details of the Event shown in any material supplied by Agile to You are correct at the time of printing but You shall be responsible for checking with Agile that no alterations have been made.
3.4 You shall at all times comply with any rules, policies and procedures of the venue of the Event, including all health and safety policies and procedures and all reasonable instructions of the venue staff and Agile representatives at the Event. Agile reserves the right in its absolute discretion to exclude or remove from the Event any Exhibitor whose presence in Agile's opinion is or is likely to be undesirable without prejudice to any other rights or remedies available to Agile.
4.1 The Fee shall be payable by You to Agile in full and in cleared funds into Agile's nominated bank account within thirty (30) days of the date of Agile's invoice and in any event, no later than 48 hours before the Event.
4.2 The Fee is stated exclusive of VAT, which will be due at the prescribed rate as at the date of the invoice.
4.3 If payment of the Fee in full is not received before the Event, Agile may (at its sole discretion) either require such payment as a condition of Your entry to the Event or refuse You entry to the Event. No refunds of any proportion of the Fee paid (if any) will be made and any balance of the Fee will remain due and payable where entry to an Event is refused under this clause 4.3.
4.4 Debt recovery costs and interest on overdue invoices shall accrue on any unpaid amounts from the date when payment becomes due to the maximum extent permitted by The Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debt Regulations 2002 as amended, extended, consolidated or replaced from time to time or other similar laws that may be applicable.
5.1 Agile may (at its sole discretion) suspend the Event, change the date and/or venue for the Event for any reason and if You are able to attend the revised Event, these Terms shall continue to apply. If You promptly notify Agile in writing before the date of the Event that You do not wish to attend the re-arranged Event Agile shall reimburse the Fee to You. Agile shall have no other liability to You.
5.2 Agile may (at its sole discretion) cancel an Event at any time for any reason and shall in such event reimburse the Fee to You. Agile shall have no other liability to You.
5.3 If You wish to cancel a Booking You shall notify Agile in writing prior to the Event. In the event that Your cancellation notice is received by Agile no later than six (6) months prior to the Event You will only be required to pay Agile 20% of the Fee for the cancelled Booking.
5.4 In the event that Your cancellation notice is received by Agile less than six (6) months prior to the Event You will be required to pay Agile the Fee in full for the cancelled Booking. Agile shall be under no obligation to reimburse all or part of such charges, even in the event that Agile resells the cancelled attendance spaces after such cancellation by You.
5.5 In the event that You have paid in excess of the sums due to Agile for a cancellation as set out in clauses 5.3 or 5.4 above, Agile will calculate and pay any refund sum which may be due to You within thirty (30) days of receipt of Your cancellation notice.
6.1 Agile shall have the right to terminate any Booking and/or any agreement between Agile and You to which these Terms apply by notice to You if You:
(a) fail to make any payment due to Agile by the due dates specified in these Terms; or
(b) are in breach of these Terms or You fail to comply with any material obligations or warranties under any agreement between the parties to which these Terms apply and in either case You do not remedy the same (if capable of being remedied) within three (3) days of receipt of notice in writing from Agile specifying the breach or failure and calling for the same to be remedied; or
(c) compound or make arrangements with Your creditors or become insolvent or if any order is made or resolution passed for Your liquidation, winding up or dissolution or if a receiver or manager or administrative receiver or administrator is appointed over the whole or a substantial part of Your assets or of anything analogous to or having substantially similar effect of any such events shall occur under the laws of any applicable jurisdiction.
6.2 Termination in accordance with clause 6.1 shall be treated as a cancellation by You and you will be required to pay the cancellation sums specified in clauses 5.3 or 5.4 (as appropriate).
7.1 You shall defend, indemnify and hold Agile harmless from and against all costs, claims, demands, proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against or incurred by Agile as a result of, related to or arising in connection with (i) a breach of these Terms by You, and/or (ii) any acts or defaults of You, Your employees or agents in connection with the Event.
8.1 To the fullest extent permitted by the applicable law, Agile excludes: (a) all liability for loss, injury or damage to persons or property at the Event; (b) all indemnities, warranties, representations, terms and conditions (whether express or implied); and (c) any actual or alleged indirect loss or consequential loss howsoever arising suffered by You, or any loss of profits, anticipated profits, savings, loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss (whether direct or indirect). If Agile is liable to You for any reason, Agile's total liability under these Terms or otherwise in relation to the Event is limited to the amount of the Fee received by Agile.
8.2 Nothing in these Terms shall exclude or restrict either party's liability for death or personal injury resulting from the negligence of that party or its employees while acting in the course of their employment.
9.1 Neither party shall be liable to the other in respect of any non performance of its obligations by reason of any act of God, civil war or strife, act of foreign enemy, invasion, war, satellite failure, legal enactment, governmental order or regulation, industrial action, trade dispute, lock-out, riot or any other cause beyond their respective control provided always that in any such event the duration of the agreement between the parties shall be extended over which such event continues.
9.2 If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms and this shall not affect the enforceability of the remainder of these Terms nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
9.3 The terms of these Terms shall not be enforceable by a third party (as defined in the Contracts (Rights of Third Parties) Act 1999 (the “Act”)) under the provisions of the Act.
9.4 You may not assign or transfer any rights or obligations under these Terms to any third party without Agile's prior written consent.
9.5 Agile may assign, transfer or novate these Terms and the rights and obligations under it to any other party at any time and shall inform You thereof in writing within a reasonable time thereafter.
9.6 Any notice or other information to be given by either party under these Terms shall be made by first class prepaid mail (if sent from and to an address within the UK) and first class prepaid airmail (if international) to the address above or to an address or e-mail address supplied, by Agile or You (as applicable) for the such purpose, and shall be deemed to have been communicated two (2) business days after posting, if sent by first class mail, five (5) business days after posting if sent by airmail and on the next business day, if sent by e-mail.
9.7 No waiver or any breach of any of these Terms shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.
9.8 No term or provision in these Terms shall be varied or modified unless Agile in writing and signed by the parties.
9.9 These Terms together with any other document incorporating these Terms shall constitute the entire agreement and understanding between the parties in relation to its subject matter.
9.10 The parties acknowledge and agree that they have not relied on and shall have no right of action in respect of any representation, warranty or promise except as expressly provided in these Terms and for such representation, warranty or promises made fraudulently and all conditions, warranties or other terms implied by statute or common law are by these Terms excluded to the fullest extent permitted by law.
9.12 These Terms and any agreement to which these Terms apply shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts, without regard to conflict of laws rules. For any dispute under this Agreement, any claim (including, but not limited to any claim for injunctive or monetary relief) will be brought only in English Courts, and neither You nor Agile will object to the exercise of personal jurisdiction by such court.