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”.
2.2
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.
Payment
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.
Cancellation
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.
Termination
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.
General
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.
9.11
You acknowledge and allow that data submitted by You in connection
with a Booking may be used for the purposes of updating Your details on Agile’s
databases and of compiling statistical information on You. For further
information, please read our privacy policy, which can be found at http://www.william-Agile.com/terms-conditions/privacy-policy.
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.