These terms and conditions (“Terms”) govern the provision of Hospitality Packages (as defined below) to the Customer.
In purchasing and/or using a Hospitality Package, the Customer (as defined below) has agreed to be bound by each of the provisions contained herein.
In these Terms, the words and expressions set out below shall, unless the context otherwise requires, have the following meanings:
Affiliate means, in relation to a person, any other person controlling, controlled by or under common control with such person, and for these purposes control means, in relation to a person, the possession from time to time of power to direct the management or policies of such person (whether directly or indirectly and whether through the ownership of voting securities, by board appointment, by contract or otherwise);
Booking Form means the booking form attached to these Terms to be completed and signed by the Customer;
Customer means the end-customer that purchases (or otherwise obtains) a Hospitality Package, where stated on page one of the Corporate Hospitality Booking Form or otherwise;
Event means the event stated on the Corporate Hospitality Booking Form;
Force Majeure Event means any law, regulation or order, act of God, earthquake, heavy rain leading to flooding, fire, disease, epidemic or pandemic (including without limitation H1N1 swine flu, H1N5 bird flu, coronavirus or other similar virus), accident, explosion, casualty, labour controversy (including but not limited to threatened or actual lockout, boycott or strike), government decision or decree or a decision by any other relevant authority (including without limitation any events rights holder) , riot, civil disturbance, war or armed conflict, terrorist act or threat of terrorism, period of national mourning or a demise of a member of the Royal Family (such that the Event is postponed or cancelled in whole or part), delay of a common carrier; or any other event or events beyond the reasonable control of either party;
Group Marks means any intellectual property owned whether registered or unregistered by the Organiser how so ever arising and relating to the Organiser or the Event;
Guest means any guest of the Customer benefiting from a Hospitality Package sold to the Customer and holding and/or using a Ticket contained therein;
Hospitality Package(s) means a hospitality package sold by the Organiser to the Customer;
Package Fee means the price of the relevant Hospitality Package paid or payable by the Customer to the Organiser, which is inclusive of taxes and duties imposed or levied in connection with the supply of the Hospitality Packages (including, but not limited to, VAT);
Ticket(s) means a ticket for the Event;
the Organiser means International Management Group (UK) Limited;
Venue means the venue stated on the Corporate Hospitality Booking Form or another venue in London as notified by the Organiser;
Venue Hospitality Area means all areas in which Hospitality Packages are provided by the Organiser at or around the Venue; and
Venue Operator means the venue operator advised by the Organiser;
1. Payment Terms
1.1 The Customer shall pay the Package Fee on receipt of the invoice for the Hospitality Package or on the payment terms as set out in the issued invoice.
1.2 Payment of all sums pursuant to this Agreement along with any applicable VAT (see clause 1.4) or equivalent taxes shall be paid in pounds sterling.
1.3 The Package Fee will attract VAT at the rate of 20% (or any other rate applicable under English law at the time of sale) and such VAT shall be charged to, and payable by, the Customer, irrespective of the geographical location or tax residency of the Customer at the time of sale or otherwise.
1.4 Without prejudice to any other rights under this Agreement, the Organiser shall be entitled in the case of overdue payments from a Customer to charge interest on such overdue payments at the daily rate of 3% above the base rate of Lloyds TSB Bank PLC from time to time or the maximum interest rate permissible under law, whichever is greater, from the due date until the date of payment.
1.5 Time for payment shall be of the essence.
2. No sponsorship rights or association with the Event
The Customer expressly acknowledges and agrees that the purchase of Hospitality Packages does not grant the Customer (or any Guest) any marketing or promotional rights with respect to the Event.
3. Hospitality Packages
The Customer shall only be entitled to access the Venue and Venue Hospitality Area on the Event day at the time indicated by the Organiser in the Booking Form.
4.1 The Customer and its Guests shall at all times comply with all directions and instructions of the Organiser and the competent authorities at the Venue (including, without limitation, the police).
4.2 The Customer shall use its best endeavours to ensure that the Customer and its Guests comply with all rules and safety regulations established at each Venue and Venue Hospitality Area and acknowledges that Customers and/or Guests who are disruptive to the Event or to the enjoyment, comfort and/or safety of other Event visitors (whether under the influence of alcohol, narcotics or otherwise) may be refused admission or removed by the Organiser. the Organiser shall have no liability whatsoever to the Customer or the Guest if the Customer (or a Guest) is refused admission or removed in such circumstances.
5. Delay, Interruption, Rescheduling Postponement or Cancellation of the Event
5.1 If, at the absolute discretion of the Organiser, the Organiser decides to postpone the Event, the Venue becomes unfit or unavailable for occupancy, it becomes impossible or impractical or commercially unviable to hold the Event or any part of it due to a Force Majeure Event, the Organiser reserves the right to (but shall not be obliged to): (a) change the Venue and/or date(s) of the Event; or (b) curtail the Event or any part of it; or (c) cancel the Event. In the circumstances specified in (a) or (b), the Customer agrees that it will have no claim against the Organiser (whether under this Agreement or otherwise) (including for any refunds, additional expenses or charges or to make payment for any other loss or damage suffered by the Customer). If the Event is cancelled in accordance with (c), the Organiser shall (where reasonably practicable) offer the Customer the opportunity to attend another event which is owned, managed or controlled by the Organiser of materially commensurate value. If Customer decides to accept such alternative event, that shall be the Organiser’s sole liability to the Customer and the terms of this Agreement as regards such alternative event shall apply. If not, the Customer agrees to accept in complete settlement and discharge of all claims against the Organiser a refund of all fees paid by the Customer to the Organiser under this Agreement less any pro-rata amount to be retained by the Organiser for any parts / sessions of the Event already attended by the Customer.
5.2 The Organiser may cancel the Event if it no longer has the rights to the Event, or if it fails to gain the requisite planning permissions or licences for the Event and/or the Venue, or in its absolute discretion, it considers that the Event is no longer financially viable. The Organiser shall promptly refund to the Customer any fees paid to the Organiser under this Agreement.
5.3 The Organiser may change the date and/or the Venue of the Event before the start date of the Event with notice to the Customer (the “Change Notice”). Upon receipt of the Change Notice by the Customer, if the change in Venue is more than 10 miles from the location of the original Venue, the Customer may elect to terminate this Agreement without penalty (and shall receive a full refund of any fees paid to the Organiser under this Agreement as at the date of the Change Notice) by giving written notice to the Organiser not later than fourteen (14) days after receipt of the Change Notice. If the Customer has not given notice of its election to terminate the Agreement within fourteen (14) after receipt of the Change Notice, the Customer will be deemed to have accepted the new dates and/or Venue of the Event and this Agreement shall remain in force in full.
6.1 Nothing in this Agreement is intended and nor shall it be construed as an attempt by any party to exclude or limit its liability for death or personal injury caused by its negligence, for its fraud or fraudulent misrepresentation or for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
6.2 The Organiser shall not be liable to the Customer (or a Guest) whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any indirect or consequential loss or damage, any loss of profit (whether direct or indirect) or business or loss of future business or loss of enjoyment or otherwise, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Organiser, its employees or agents or otherwise) which arise out of or in connection with the supply of Hospitality Packages.
6.3 Subject to clause 6.1, the Organiser’s maximum aggregate liability to the Customer and its Guests whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstance exceed the Package Fee paid in respect of the affected Hospitality Package(s).
6.4 The Customer shall be responsible for all damage caused by itself, its Guests and any other persons under the control of the Customer.
6.5 The Customer shall indemnify and hold the Organiser and the Venue owner harmless from and against all claims, costs, losses, damages, expenses, demands and liabilities suffered or incurred by the Organiser and the Venue owner as a result of a breach by the Customer (or its Guests) of this Agreement or in connection with, resulting from or arising out of any and all acts or omissions of the Customer (or its Guests).
6.6 The Customer agrees that the personal arrangements of it and its Guests in connection with the Hospitality Package (including, without limitation, travel and accommodation) are entered into by the Customer and its Guests at their own risk and that the Organiser shall not be liable for any costs, losses, loss of enjoyment or wasted expenditure (including, without limitation, any indirect and/or consequential loss or damage) suffered by the Customer or its Guests.
7. Applicable Laws
7.1 The Customer shall comply, and shall ensure that its affiliates, subsidiaries, directors, managers, officers, employees, agents, and representatives comply, at the Customer’s expense, with all applicable laws, rules and regulations in relation to its operations and performance of its obligations under this Agreement, including without limitation, any law, regulation, statute, prohibition, or other measure maintained by any agency or department of any national government, regional body, multilateral institution or other body which is responsible for the adoption, implementation or enforcement of sanction laws, including but not limited to the United Nations Security Council, the Council of the European Union, the European Commission, the relevant competent authorities of individual European Union Member States, the United States Department of Treasury’s Office of Foreign Assets Control, and the United States Department of Commerce, or any replacement or other regulatory body responsible for sanctions laws in any country relating to the implementation, application and enforcement of economic sanctions, export controls, trade embargos or any other restrictive measures, including but not limited to those measures which prohibit or otherwise restrict either party’s ability to make a service available either directly or indirectly to a sanctioned person and those measures which restrict or prohibit either party from engaging in specified dealings with a specified class of person, whether defined by nationality, business sector or otherwise.
7.2 The Customer represents and warrants that neither it nor its affiliates, subsidiaries, directors, managers, officers, employees, agents, or representatives is (i) a person or entity or (ii) controlled by a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Foreign Sanctions Evaders List, the U.S. Commerce Department’s Denied Persons List or Entity List, the U.K. HM Treasury’ Consolidated List of Financial Sanctions Targets, the U.K. Export Control Organisation’s Iran List, or otherwise designated as subject to financial sanctions or prohibited from receiving U.S. or U.K. services or any other equivalent local provisions. The Customer agrees to notify the Organiser immediately in writing of any change in ownership or control that might violate this clause of the Agreement.
7.3 The Customer agrees to comply with all applicable laws and regulations, including, but not limited to, the US Foreign Corrupt Practices Act, the UK Bribery Act and the laws of the country in which any transactions are made or services are provided under this Agreement. The Customer further agrees that it and any person or entity working on its behalf in connection with the services provided under this Agreement shall not make any payment or transfer anything of value, directly or indirectly, to: (i) any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organizations); (ii) any political party, official of a political party, or candidate for public office; (iii) any intermediary, including, but not limited to, agents, close associates or family members of government officials, for payment to any government official; (iv) any other person or entity in a corrupt or improper effort to obtain or retain business or any advantage, in connection with its affairs; or (v) any other person or entity; if such payment or transfer would violate the US Foreign Corrupt Practices Act, the UK Bribery Act, and/or laws of the country in which the transaction is made and/or services are provided under this Agreement.
8. Termination Events
8.1 The Organiser shall be entitled to terminate the Agreement with immediate effect if:
(a) the Customer is in material breach of any term of these Terms and such breach is not capable of remedy;
(b) the Customer is in material breach of any term of these Terms and (where capable of remedy) such breach is not remedied within five (5) days of receiving notice from the Organiser to remedy the breach (and the parties agree that notice sent by email shall be sufficient notice for the purpose of this clause); or
(c) the performance of its obligations or receipt of consideration hereunder would, as reasonably determined by the Organiser, result in non-compliance with any laws, rules and regulations.
8.2 For the avoidance of doubt, failure by the Customer to make a payment of the Package Fee shall constitute a material breach of these Terms.
8.3 If notice of termination is given by the Organiser to the Customer pursuant to clause 8.1, the Organiser may, in addition to terminating the Agreement:
(a) cancel all the Customer’s orders confirmed by the Organiser prior to the date of termination;
(b) be regarded as discharged from any further obligations under this Agreement; and
(c) pursue any additional or alternative remedies provided by law.
8.4 Termination of the Agreement shall not affect the rights or liabilities of either party accrued prior to termination or any terms intended expressly or by implication to survive termination.
9.1 Any communication to be given in connection with these Terms shall be in writing in English and shall either be delivered by hand or sent by first class post to:
(a) the Customer, at the address notified to the Organiser by the Customer; and
(b) the Organiser, at the Organiser’s business office or, if delivered by post, to the postal address cited on page 1 of the Booking Form, with a copy to Head of Legal, IMG Events. The parties shall keep each other updated of any changes to such details.
9.2 A communication sent according to clause 9.1 shall be deemed to have been received:
(a) if delivered by hand, at the time of delivery;
(b) if sent by first class post, on the second day after posting.
If, under the preceding provisions of this clause 9.2, a communication would otherwise be deemed to have been received outside normal business hours in the place of receipt, being 9.30 am to 5.30 pm on a day other than a Saturday, Sunday or public holiday in England (“Business Day”), it shall be deemed to have been received at 9.30 am on the next Business Day.
10. Entire agreement, no waiver, and amendments
10.1 The Agreement constitutes the whole agreement and understanding between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to the subject matter of the Agreement. The Customer acknowledges that it has not entered into the Agreement in reliance on any statement or representation, whether or not made by the Organiser, except in so far as the representation has been incorporated into the Agreement.
10.2 The Customer irrevocably and unconditionally waives any right it may have to claim damages and/or to rescind the Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) not expressly contained in the Agreement. Any failure or delay in enforcing an obligation or exercising a right, under the Agreement, does not amount to a waiver of that obligation or right. The waiver of a breach of a term of the Agreement does not amount to a waiver of any other term. A waiver of a breach of any of the terms of the Agreement shall not prevent a party from subsequently requiring compliance with the waived obligation.
10.3 No amendment to the Agreement shall be effective unless made in writing and signed by the parties or their duly authorised representatives.
If any provision of the Agreement is declared invalid or unenforceable by any court or authority of competent jurisdiction:
(a) all other provisions of the Agreement shall remain in full force and effect and shall not in any way be impaired; and
(b) the parties shall meet and agree to a replacement provision which is as close as is legally permissible to the provision found invalid, or unenforceable.
12. Force Majeure
12.1 No party shall be liable to any other party for its inability to perform any obligations under the Agreement caused by a Force Majeure Event.
12.2 If a Force Majeure Event occurs, then the party affected shall immediately notify the other parties of the nature and likely duration of the Force Majeure Event and take all reasonable steps to reduce its effect.
12.4 The party affected by the Force Majeure Event shall notify the other parties as soon as its performance of its obligations under this Agreement is no longer prevented.
13. Governing law and jurisdiction
The Agreement shall be governed by and interpreted in accordance with the laws of England. The parties hereby submit to the exclusive jurisdiction of the English courts.
14. Assumption of Risk
Each party and its representatives fully understand, acknowledge and agree that the other party and its representatives may be exposed to certain communicable illnesses and diseases including, without limitation, COVID-19 (collectively, the “Illnesses”), in connection with an Event and its related activities, which may lead to contraction of Illness(es) or becoming a carrier of Illness(es) which may lead to damage to their health and/or others, including but not limited to physical and mental health injuries (including death), economic loss or hardship, and/or other lost opportunities (including economic, reputational or otherwise). On behalf of itself, each party and its Representatives represent and warrant that it/they will participate in and/or attend each Event voluntarily, it/they have knowingly evaluated and is/are fully aware of and hereby accept and assume the risk of exposure to the Illness(es) in connection with each Event. The foregoing is not an exhaustive list of the risks and dangers each party (including their Representatives) may be exposed to as a result of participation in each Event, and each party (including their Representatives) voluntarily and freely accept and assume these and all other such risks and dangers (whether known or unknown) each party (including their Representatives) may encounter or be exposed to in connection with each Event.
Subject to each party’s indemnification obligations hereunder, in full knowledge and complete assumption of all of the risks, each party, for itself and its Representatives, (collectively, the “Releasor Parties”), hereby irrevocably agrees that the Releasing Parties will not sue or claim against the other party or its Representatives (collectively, the “Releasee Parties”) for any injury (including death or disability), illness, damage, loss or harm to any Releasor Parties resulting or arising out of or in any way related to the Releasor and its guests’ preparation for, travel for, attendance, participation and appearance at, each Event and its related activities. Company reserves the right to require reasonable additional documentation or other measures (including, without limitation, signed waivers) of Sponsor and/or any Sponsor guests in connection with this release or any future Illnesses or associated harms, whether known or unknown, at any time during the Term and as a condition of any benefits provided for herein. Non-performance by Organiser of any benefits provided for herein due to Customer’s and/or its guests’ failure to provide such reasonable additional documentation or other measures shall not be considered a breach by Organiser hereunder.