1.1. In this Contract, the following words and expressions shall have the followings:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the hire of the Venue and the supply of the Services, as set out in the Contract Details.
Client Requirements: means those things, services, materials, and dependencies set out in the Schedule that the Client is to provide.
Contract: the contract between the Customer and SBA for the supply of the Services in accordance with the Contract Details, and Conditions and any Schedules or documents referred to therein.
Deposit: the deposit to secure the booking, as stated in the Contract Details.
Event: the event for which the Customer is engaging SBA, as specified in the Contract Details.
Services: the services which may include the supply of marshalling, guiding, training, and supply of catering and consumables, and any additional services or equipment, booking of Venue, at the Event as specified in the Contract Details.
Venue: the property, or location, at which the Event is to be conducted, as specified in the Contract Details.
1.2. A reference to legislation or a legislative provision is a reference to it as amended, extended, or re-enacted from time to time. A reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislative or legislative provision.
1.3. Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4. A reference to writing or written includes email.
2. Confirmation
2.1. This Contract shall come into effect on the date of the Contract, and by signing, the Customer agrees to be bound by all terms herein, including payment terms relating to the Charges and Deposit.
3. Supply of services
3.1. SBA shall supply the Services to, subject to any specific timings agreed in writing by the parties before the Event and subject to the Client providing the Client Requirements.
3.2. In supplying the Services, SBA shall:
(a) perform the Services with reasonable care and skill;
(b) comply with all applicable laws, statutes, regulations, and codes from time to time in force;
3.3. The Client is solely responsible for supplying the Client Requirements and hereby acknowledges that SBA’s ability to provide the Services and/or the Event is subject to and dependent on the full and timely provision of the same.
3.4. Any materials, including any risk assessment, provided by SBA to the Customer shall at all times remain the property of SBA (including any IPR) and is not to be used for any purpose other than as expressly permitted by SBA.
4. Venue
4.1. Where the Services and/or the Event requires use of or access to a Venue, this clause 8 shall apply.
4.2. The Customer agrees and undertakes (and shall ensure all attendees and participants observe the same):
(a) comply with any terms or requirements notified by, or applying to, the Venue;
(b) not to do or permit to be done anything on the Venue which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to SBA or to any other customers of SBA, or any owner or occupier of neighboring property;
(c) to comply (and ensure that its staff and agents comply) with the terms of this Contract and any instructions or notices from SBA, and use reasonable efforts to ensure that any guests or other persons present at the Event so comply;
(d) to permit SBA to search all containers, bags, boxes, and equipment coming into or leaving the Venue;
(e) not to cause or permit to be caused any damage to the Venue, including any furnishings, equipment, or fixtures at the Venue;
(f) to leave the Venue in a clean and tidy condition;
(g) to ensure that all guests leave the Venue by the time notified by SBA;
(h) not to bring or permit to be brought any animal onto the Venue without the prior written consent of SBA, with the exception of assistance dogs within the meaning of the Equality Act 2010.
4.3. Car parking facilities may not be available for guests unless notified by SBA otherwise.
4.4. The Customer shall ensure that the guests behave in a responsible and safe manner at the Event, and SBA reserves the right to remove or request that the Customer remove guests that do not do so from the Event and the Venue.
5. Guest numbers and dietary information
5.1. The Contract Details indicate the guaranteed minimum number of guests attending the Event, including the Customer staff.
5.2. The Customer shall confirm the final numbers at least 30 days before the Event. Charges for the Services will be calculated on the final number or the number actually attending, whichever is the greater. Where the final numbers are less than the guaranteed minimum number of guests specified in the Contract Details, the Customer shall pay the Charges based on the guaranteed minimum number.
5.3. Special dietary requirements should be notified to SBA no later than 20 Business Days before the Event. Provision of special dietary requirements is included within the Charges.
6. Charges and payment
6.1. The Customer shall pay the Charges in accordance with this clause 6.
6.2. SBA shall invoice the Customer for the Deposit, which in the absence of any terms stating otherwise in the Contract Details shall be 30% of the total Charges, which shall be payable by the Customer on signature.
6.3. SBA shall issue an invoice for the Charges, which, in the absence of any terms stating otherwise in the Contract Details, shall be payable by the Customer as follows:
(a) the balance of the total Charges amount unpaid no less than 4 weeks prior to the Event; and
(b) any additional Charges due in accordance with 6.4 within 14 days of the Event.
6.4. SBA may issue an additional invoice after the Event for any further Charges due calculated by reference to SBA's published price list which were not included in the invoice issued pursuant to clause 6.3. Such Charges may include those payable for any final alterations to the Services, or for guests attending the Event in excess of the number estimated by the Customer pursuant to clause 5.2. Charges invoiced pursuant to this clause 6.4 shall be payable by the Customer within 14 days of receipt.
6.5. All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to SBA at the prevailing rate (if applicable to the Event, and the parties acknowledge that VAT will not apply in all circumstances including where SBA operates under the Tour Operators Margin Scheme (TOMS)).
6.6. If the Customer fails to make any payment due to SBA under the Contract by the due date for payment, then, without limiting SBA's remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%, and SBA may, in its discretion, immediately terminate the Contract without liability to the Customer and all amounts paid shall be forfeited by the Customer and non-refundable.
6.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Liability
7.1. The limits and exclusions in this clause reflect the insurance cover SBA has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess loss. It is recommended that the Customer obtains insurance cover in respect of all risks that may be incurred by the Customer, arising out of the Event.
7.2. The restrictions on liability in this clause 7 apply to every liability arising in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution, deliberate fault, or otherwise.
7.3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
7.4. Subject to clause 7.3, SBA shall not be liable for:
(a) the death of, or injury to, the Customer or that of the Customer's employees, contractors, or any other guests or invitees to the Event; or
(b) damage or theft of any property of the Customer or that of the Customer's employees, contractors, or other guests of invitees to the Event, except to the extent that such damage or theft arises from the negligence of SBA.
7.5. Subject to clause 7.3 and clause 7.4, SBA's total liability to the Customer shall not exceed the Charges paid for the Event.
7.6. Subject to clause 7.3, SBA shall not be liable under this Contract for any:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
7.7. The Customer agrees to indemnify and hold SBA harmless against any damage or liability arising from its acts or omissions at the Event, including but not limited to those of its employees, contractors, guests, or invitees.
8. Cancellation
8.1. SBA may cancel the Contract with immediate effect by giving the Customer notice in writing if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer commits a material breach of any term of the Contract;
(c) 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), obtaining a moratorium, 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 [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
(e) the Customer is unable to perform its obligations in connection with the Contract pursuant to clause 10.1.
8.2. SBA may, acting reasonably and diligently, identify circumstances in which it is unsafe or dangerous to carry out the Event. In such circumstances, SBA will notify the Customer in writing of the same as soon as reasonably possible, and provide the Customer the following options:
(a) Full refund of the Charges paid, up to the date of cancellation;
(b) A further event the same or materially similar to the Event on different dates or an alternative event but equal to monies paid.
8.3. The Customer may cancel the Contract by notice in writing to SBA subject to clause 8.4.
8.4. If the Contract is cancelled under clause 8.3, SBA will use reasonable endeavours to re-book but SBA reserves the right to charge a cancellation fee. The Deposit paid is non-refundable. To the extent any amount remains unpaid (but not cancellable per the below), that amount shall immediately become payable.
Cancellation Fee
Cancellation Notice Period
30% of the Charges
More than 12 weeks prior to the Event
50% of the Charges
12 - 8 weeks prior to the Event
70% of the Charges
8-4 weeks prior to the Event
100% of the Charges
Less than 4 weeks prior to the Event
8.5. On completion or cancellation of the Contract for whatever reason:
(a) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after completion or cancellation shall remain in full force and effect; and
(b) completion or cancellation of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of completion or cancellation, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of completion or cancellation.
9. Data protection
9.1. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (and regulations made thereunder), UK GDPR and Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].
9.2. The Customer confirms that it understands, and agrees, and will notify all attendees of the same, that all participating individuals must submit personal information, including medical information, name, age, contact information, and dietary requirements, to SBA as a condition of participation. The same shall be subject to SBA’s privacy notice, which shall be notified to each individual, where SBA is the data controller in respect of the same.
10. General
10.1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2. Assignment and other dealings
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without SBA's prior written consent.
(b) SBA may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
10.3. 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 10.3.
(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 (including to the Venue). 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 10.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
10.4. Entire agreement
(a) The Contract 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 acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.5. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6. Waiver
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.7. 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 10.7 shall not affect the validity and enforceability of the rest of the Contract.
10.8. Notices
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
(ii) sent by email to the address specified in the Contract Details.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or the next working day delivery service, at 9.00 am on the second Business Day after posting;
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
10.9. Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.10. 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.
10.11. 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.