The Events Company.co.uk Ltd – Client Terms and Conditions
1.1 The Contract is made up of the following:
(a) The Booking Details.
(b) The Conditions.
1.2 If there is any conflict or ambiguity between the terms of the documents listed in clause 1.1, then the Booking Details shall prevail.
2. Interpretation
2.1 Definitions:
1) Applicable Data Protection Laws: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which TEC is subject, which relates to the protection of personal data.
2) Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
3. Booking Details: the specific information relating to the Event as set out in the Booking Order or as otherwise agreed in writing by the parties from time to time, including but not limited to: the date of contract, booking order number, designated account manager, event name and location, event dates and timings, a description of the services, goods and/or deliverables to be provided by TEC to the Client, access requirements, and any other relevant information necessary for the proper execution of TEC’s obligations under these Conditions.
4. Booking Order: the Client’s order for the supply of the Services, as set out overleaf, which contains the Booking Details.
5. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
6. Charges: the charges payable by the Client for the supply of the Services as set out in the Booking Order.
7. Commencement Date: has the meaning given in 3.2.
8. Conditions: these terms and conditions as amended from time to time in accordance with 14.6.
9. Contract: the contract between TEC and the Client for the supply of Services in accordance with, and incorporating, these Conditions and the Booking Order.
10. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
11. Client: the person, firm or company who or which purchases the Services from TEC as set out in the Booking Order.
12. Client Default: has the meaning set out in 5.2.
13. Client’s Personal Data: any personal data which TEC processes in connection with the Contract, in the capacity of a processor on behalf of the Client.
14. Deliverables: the deliverables set out in the Booking Order to be produced by TEC for the Client.
15. EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
16. Event: the description of the event which is being provided by TEC for the Client as set out in the Booking Details.
17. Force Majeure Event: any circumstance not within a party’s reasonable control including, acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; and any labour or trade dispute, strikes, industrial action or; non-performance by suppliers or subcontractors; interruption or failure of utility service; or an increase in security threat levels in any host country for the relevant Event, as determined by the relevant authorities, which may result in changes to security protocols, travel restrictions, or event modifications.
18. Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
19. Services: the services, including the Deliverables, to be supplied by TEC to the Client referred to or included in the Booking Order.
20. TEC: The Events Company.co.Uk Limited of Unit 7 Thornhill Road, North Moons Moat, Redditch, Worcestershire, B98 9ND, registered in England and Wales with company number 05983752.
21. TEC Materials: has the meaning set out in 5.1(g).
22. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
23. VAT: value added tax or any equivalent tax chargeable in the UK.
2.2. Interpretation:
(a) Unless expressly provided otherwise in these Conditions
(b) , a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(c) 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, description, definition, phrase or term preceding those terms.
(d) A reference to writing or written includes email but excludes fax.
(e) A reference to “us” “we” or “our” is a reference to TEC.
(f) A reference to “you” or “your” is a reference to the Client.
(g) A reference to a “party” or “parties” means either you or us or both you and us.
(h) A reference to Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures shall be as defined in the Applicable Data Protection Laws.
3. Basis of contract
3.1 The Booking Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions.
3.2 The Booking Order shall only be deemed to be accepted when TEC issues written acceptance of the Booking Order at which point, and on which date, the Contract shall come into existence (Commencement Date).
3.3 Notwithstanding clause 3.2, all bookings shall be deemed provisional until such time as TEC has received from the Client a non-refundable deposit for the Services in accordance with clause 6.2. Unless and until the deposit is received in cleared funds, TEC shall be under no obligation to hold or honour any provisional booking beyond a period ten Business Days) from the date of the provisional booking, or such other period as may be agreed.
3.4 Any samples, drawings, descriptive matter or advertising issued by TEC, and any descriptions or illustrations contained in TEC’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.6 Any quotation given by TEC shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
4. Supply of Services
4.1 TEC shall supply the Services to the Client in accordance with the Booking Details in all material respects.
4.2 TEC shall use all reasonable endeavours to meet any performance dates specified in the Booking Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 TEC reserves the right to amend the Booking Details if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and TEC shall notify the Client in any such event.
4.4 TEC warrants to the Client that the Services will be provided using reasonable care and skill.
Client’s obligations
5.1 The Client shall:
(a) ensure that any information it provides in the Booking Details is complete and accurate and comply with any additional requirements as set out in the Booking Order;
(b) co-operate with TEC in all matters relating to the Services;
(c) provide TEC with the contact details of any representatives for and on behalf of the Client;
(d) provide TEC, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by TEC;
(e) provide TEC with such information and materials as TEC may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) keep all materials, equipment, documents and other property of TEC (TEC Materials) at the Client’s premises in safe custody at its own risk, maintain TEC Materials in good condition until returned to TEC, and not dispose of or use TEC Materials other than in accordance with TEC’s written instructions or authorisation;
(h) not do or omit to do anything which may cause us to lose any licence, authority, consent or permission on which TEC relies for the purposes of conducting our business;
(i) not do or omit to do anything which might cause TEC to lose a client, receive a complaint from a client or which might damage the goodwill and reputation of TEC’s business; and
(j) notify TEC in writing immediately upon the occurrence of a change of control of the Client.
5.2 If TEC’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, TEC shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays TEC’s performance of any of its obligations;
(b) TEC shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from TEC’s failure or delay to perform any of its obligations as set out in this 5.2; and
(c) the Client shall reimburse TEC on written demand for any costs or losses sustained or incurred by TEC arising directly or indirectly from the Client Default.
6. Charges and payment
6.1 In consideration for the provision of the Services, the Client shall pay the Charges in accordance with this clause 6. The Charges are inclusive of all the costs and expenses for our Services and no extra charges or discounts shall be effective unless agreed in writing with us.
6.2 Subject to clause 6.3, a deposit equivalent to fifty percent of the Charges (plus VAT) is payable on the Commencement Date. Unless otherwise agreed in writing by TEC, the balance of the Charges is payable no later than 14 Business Days prior to the scheduled date of the Event.
6.3 If a Booking Order is made less than 20 Business Days prior to the scheduled date of the Event, payment in full of the Charges shall be paid on the Commencement Date.
6.4 Each invoice shall include all supporting information reasonably required by TEC and must include the Booking Number as noted on the Booking Order.
6.5 Where the Charges are calculated on a time and materials basis:
(a) the Charges shall be calculated in accordance with TEC’s daily fee rates, as set out in its current price list at the Commencement Date;
(b) TEC’s daily fee rates for each individual are calculated on the basis of an eight-hour day worked on Business Days;
(c) TEC shall be entitled to charge an overtime rate of 100%% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in 6.5(b); and
(d) TEC shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom TEC engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by TEC for the performance of the Services, and for the cost of any materials.
6.6 TEC may increase the Charges with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index published by the Office for National Statistics in the previous 12-month period. TEC shall give the Client not less than 30 days’ prior notice of each increase in the Charges.
6.7 Unless specified otherwise on the Booking Order, TEC shall invoice the Client for the Charges on completion of the Services.
6.8 The Client shall pay each invoice for the Charges:
(a) within 14 days of the date of the invoice or in accordance with any credit terms agreed by TEC and confirmed in writing to the Client; and
(b) in full and in cleared funds to the bank account specified in the Booking Order.
6.9 Time for payment shall be of the essence of the Contract.
6.10 All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under the Contract by TEC to the Client, the Client shall, on receipt of a valid VAT invoice from TEC, pay to TEC such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.11 Any additional costs, charges or expenses arising from amendments, modifications or variations to the Services requested by the Client, and not included in the Booking Order, shall be invoiced separately following the Event. Payment of such sums shall be due within five working days of the date of the relevant invoice, subject to any queries being raised by the Client within three Business Days of receipt. All such payments shall be made in accordance with the payment instructions on the Booking Order. TEC shall obtain the Client’s prior written approval for any such additional charges before incurring the same.
6.12 If the Client fails to make a payment due to TEC under the Contract by the due date, then, without limiting TEC’s remedies under 12, the Client 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 6.12 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%.
6.13 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. Intellectual property rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by TEC.
7.2 TEC grants to the Client or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.
7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in 7.2.
7.4 The Client grants TEC a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to TEC for the term of the Contract for the purpose of providing the Services to the Client.
8. Data protection
8.1 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Applicable Data Protection Laws.
8.2 The parties acknowledge that for the purposes of the Applicable Data Protection Laws, the Client is the Controller, and TEC is the Processor.
8.3 If the determination in clause 8.2 changes, the parties will use all reasonable endeavours to make any changes that are necessary to this clause 8.
8.4 Without prejudice to the generality of clause 8.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to TEC and/or lawful collection of the personal data by TEC on behalf of the Client for the duration and purposes of the Contract.
8.5 Without prejudice to clause 8.1, TEC must, in relation to Client’s Personal Data:
(a) process that personal data only on the documented written instructions of the Client unless TEC is required by Applicable Laws to otherwise process that Client’s Personal Data. Where TEC is relying on Applicable Laws as the basis for processing Client Processor Data, TEC must promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Client on important grounds of public interest. TEC must promptly inform the Client if, in the opinion of TEC, the instructions of the Client infringe Applicable Data Protection Laws;
(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client’s Personal Data and against its accidental loss, damage or destruction, including as appropriate:
(i) the pseudonymisation and encryption of Client’s Personal Data;
(ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(iiI) the ability to restore the availability and access to Client’s Personal Data in a timely manner in the event of a physical or technical incident; and
(iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
(c) ensure and procure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
(d) promptly assist the Client, in responding to any request from a data subject and in ensuring compliance with the Client’s obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner, supervisory authorities or other regulators and, in particular, TEC shall promptly notify the Client if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of Client’s Personal Data;
(e) notify the Client without undue delay (and no later than seven days) after becoming aware of a personal data breach;
(f) at the written direction of the Client, delete or return to the Client all Client’s Personal Data on termination or expiry of the agreement, and certify to the Client in writing it has done so, unless TEC is required by Applicable Law to continue to process that Client’s Personal Data, in which case TEC will promptly notify the Client, in writing, of what that Applicable Law is and shall only be permitted to process that Client’s Personal Data for the specific purpose so-notified, and all other requirements set out in this clause 8 will continue to apply to such Client’s Personal Data despite the termination or expiry of this agreement for as long as such Client’s Personal Data is processed by TEC. For the purposes of this clause 8.5(f) the obligation to “delete” data includes the obligation to delete data from back-up systems as well as live systems; and
(g) maintain adequate records, and, on the Client’s request, make available such information as the Client may reasonably request, and allow for and submit its premises and operations to audits, including inspections, by the Client or the Client’s designated auditor, to demonstrate its compliance with Applicable Data Protection Laws and this clause 8.
8.6 The Client provides its prior, general authorisation for TEC to transfer the Client’s Personal Data outside of the UK, including processing the Client’s Personal Data on equipment situated outside of the UK provided that TEC shall ensure that such activity is being undertaken in accordance with Applicable Data Protection Laws.
8.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
9. Photography, Filming and Recordings
9.1 Without prejudice to the generality of clause 8, the Client acknowledges that TEC and its authorised representatives may take photographs, video recordings, and/or audio recordings (Recordings) during the Event. These Recordings may capture images, likenesses, voices, and activities of individuals attending the Event, as well as the venue and its surroundings.
9.2 The Recordings may be used by TEC for purposes including (but not limited to) event documentation, internal records, marketing, promotional materials, social media, press releases, and future event publicity. The lawful basis for this processing is consent in accordance with Applicable Data Protection Laws, including the UK GDPR.
9.3 The Client shall procure that all individuals attending the Event (including its employees, agents, contractors, and guests) are informed in advance of the intended photography, filming, and/or recording, and have given all necessary consents required under Applicable Data Protection Laws for TEC to capture, store, and use their personal data as described in this clause. The Client shall provide TEC, upon request, with confirmation that such consents have been obtained.
9.4 Recordings will be retained for no longer than is reasonably necessary for the purposes described above, after which they will be securely deleted or archived.
9.5 Recordings may be shared with third parties (e.g., media outlets, marketing agencies, or event partners) for the purposes stated above, and may be published in print or online, including on websites and social media platforms accessible outside the UK and EEA.
10. Limitation of liability
10.1 TEC has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover TEC has been able to arrange, and the Client is responsible for making its own arrangements for the insurance of any excess loss.
10.2 References to liability in this 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.4 Nothing in this 10 shall limit the Client’s payment obligations under the Contract.
10.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) and any other liability which cannot be limited or excluded by applicable law.
10.6 The Client acknowledges that In respect of certain Events and specific activities, it may be necessary for individual participants to sign a liability waiver on the day of the Event. For the avoidance of doubt, any such waiver shall not operate to exclude or limit liability for (i) damage to personal property belonging to the Client’s employees or representatives; (ii) damage to property belonging to the Client; or (iii) personal injury caused by the negligence of TEC.
10.7 The Client acknowledges that certain activities undertaken during Events may involve an inherent degree of risk, notwithstanding that all participants will be supervised throughout. Accordingly, subject to clause 10.3 and 10.5, TEC, its employees and agents shall not be liable for any loss, damage, delay or expense suffered or incurred by the Client, its employees, agents, licensees, invitees, or any other individuals attending the Event, except to the extent that such loss, damage, delay or expense arises directly from the negligence of TEC or a breach by TEC of the Contract.
10.8 Subject to 10.3, and 10.5, each party’s total liability to the other for loss or damage arising under or in connection with the Contract shall not exceed an amount equal to the Charges paid or payable to TEC under the Contract.
10.9 Subject 10.3, 10.4 and 10.5, neither party shall have any liability to the other for:
(a) loss of profits;
(b) loss of use or corruption of software, data or information; or
(c) indirect or consequential loss.
11. Event Changes and Cancellations
11.1 If the Client or TEC wishes to make changes to the scope or nature of the Event, then the following will apply:
(a) The parties are required to notify one another in writing as soon as there is any material change by submitting a “Notice of Change” or by submitting a “Notice of Cancellation”.
(b) For changes to an Event required by the Client, TEC will within seven Business Days provide a written estimate of any variations to the Charges and the impact on the Services to accommodate the change, and TEC will not proceed with the change unless and until the change is agreed in writing by both parties.
11.2 The Client may cancel the Event for any reason (including in connection with a Force Majeure Event) by giving written notice thereof to TEC.
11.3 If the Event is cancelled under clause 11.2, the following cancellation charges shall apply:
| Cancellation before scheduled date of Event | Cancellation fee |
| More than 120 Business Days prior to the Event | None |
| 120 to 61 Business Days prior to the Event | 50% of the Charges |
| 60 to 31 Business Days prior to the Event | 80% of the Charges |
| 30 Business Days or fewer prior to the Event | 100% of the Charges |
12. Termination
12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than three months’ written notice.
12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the other party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.3 Without affecting any other right or remedy available to it, TEC may terminate the Contract with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Client.
12.4 Without affecting any other right or remedy available to it, TEC may suspend the supply of Services under the Contract or any other contract between the Client and TEC if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in 12.2(c) or 12.2(d), or TEC reasonably believes that the Client is about to become subject to any of them; and
(c) TEC reasonably believes that the Client is about to become subject to any of the events listed in 12.2(b).
13. Consequences of termination
13.1 On termination of the Contract:
(a) the Client shall immediately pay to TEC all of TEC’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, TEC shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of TEC Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then TEC may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
13.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
14. General
14.1 Force majeure.
(a) 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.
(b) A party affected by a Force Majeure Event shall notify the other in writing as soon as possible of the date it started, its likely duration and effect on its ability to perform its obligations under the Contract and use all reasonable endeavours to mitigate its effect on the performance of the Contract.
(c) The obligations of the party not affected by the Force Majeure Event shall be suspended and the time for performance of its obligations extended to the same extent as those of the affected party.
(d) The party not affected by the Force Majeure Event shall have the right to terminate the Contract by giving written notice to the affected party.
14.2 No partnership or agency. Nothing in the Contact is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.3 Assignment and other dealings.
(a) TEC may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of TEC.
14.4 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person:
(i) any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 14.4(c);
(ii) details of and any discussions about the Event.
(b) If requested by TEC, the Client shall enter into a separate non-disclosure or confidentiality agreement.
(c) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 14.4; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(d) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.5 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 based on any statement in the Contract.
14.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.7 Waiver. 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. 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.
14.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract deleted under this 14.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.9 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Booking Order.
(b) Any notice or communication 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 other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(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 14.9(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is a Business Day.
(c) This 14.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
14.10 Third party rights.
(a) Unless it expressly states otherwise, 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14.11 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.
14.15 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.
