Hour Events Terms and Conditions

Notice

1. These Terms will apply to any contract between us for the services to be provided to you pursuant to the Engagement Letter (Contract). Please read these Terms carefully and make sure that you understand them. Please note that before entering into a contract you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to enter into a contract with us.

2. You should print a copy of these Terms or save them to your computer for future reference.

3. We amend these Terms from time to time as set out in clause 16. Every time you wish to enter into a contract, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 1 May 2016.

4. These days, and any Contract between us, are only in the English language.

1. Information about us

1.1 We operate the website www.hourweddings.com. We are Hour Concierge registered in Company’s House 11208 and our main trading address is 20 Governors Street, Gibraltar and we are licensed to trade in Gibraltar under trade licence number BL152055:

2. Definitions

The capitalised terms are defined words and the meanings are set out in this Contract. The words which are used in this Contract which have special meanings, specially defined words and other guides to understanding this Contract can be found at the end of this Contract in the Glossary set out at in the schedule, if not earlier defined in the body of this Contract.

3. Appointment and Event Management

3.1 The Client pursuant to the Contract engages the Event Manager to provide the Event Management Services to the Client and the Event Manager agrees to provide the Event Management Services upon the terms and subject to the conditions of the Contract.

3.2 The Client has granted to the Event Manager the sole and exclusive right to manage the Event and provide the Event Management Services on the terms and conditions set out in this Contract. The Client appoints and grants to the Event Manager and the Event Manager accepts from the Client the right to manage the Event under the Name as provided in this Contract.

3.3 All proposals made, quotations given, instructions accepted and contracts entered into by Event Manager with any person for the supply of the Event Management Services are subject to the provisions of this Contract to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Client.

3.4 The Client agrees in addition to the grant of the right to use the Name.

3.5 The Event Manager shall not use the Name or any derivation of the Name or similar name for any other purpose nor for any other premises other than with the prior written consent of the Client such consent not to be unreasonably withheld, delayed or conditioned.

3.6 The goodwill of the Event and the right to the Name shall not pass to the Event Manager at any time.

3.7 Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Event Manager with all necessary Documents or other materials, and all necessary data or other information relating to the Event Management Services, within sufficient time to enable the Event Manager to provide the Event Management Services in accordance with the Contract.

3.8 The Event Management Services shall insofar as is reasonably practicable be provided in accordance with the specification attached to the letter of engagement but subject to provisions of this Contract and shall be performed at such times as the Event Manager shall in its sole discretion decide.

3.9 The Client shall afford to the Event Manager all reasonable co-operation in all matters relating to the performance of Event Manager’s obligations under the Contract.

3.10 The Event Manager does not warrant, guarantee or undertake on behalf of any third party supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.

4. Event Management Materials

4.1 The Intellectual Property Rights in any Client Material shall belong to the Client.

4.2 The Intellectual Property Rights in any Event Manager Material shall belong to the Event Manager, subject only to the right of the Client to use the Event Manager Material during the Term.

4.3 The Client warrants to the Event Manager that any Client Material and its use by the Event Manager for the purpose of providing the Event Management Services shall not infringe the copyright or other rights of any third party, and the Client shall indemnify Event Manager against any loss, damages, costs, expenses or other claims arising from any such infringement.

5. Client’s Obligations

5.1 The Client shall:

5.1.1 Promptly and fully respond to all communications of the Event Manager relating to the provision of the Event Management Services;

5.1.2 Fully and promptly liaise with the Event Manager on matters relevant to the provision of the Event Management Services;

5.1.3 conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;

5.1.4 provide proper and clear instructions to the Event Manager in respect of all the Client’s requirements in relation to the Event Management Services, any Additional Services or in connection with the Contract; and

5.1.5 pay the Charges promptly when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force.

5.2 Throughout the Term of the Contract:

5.2.1 the Client shall at its sole cost and expense afford the Event Manager such access to the Client’s information or records and other materials relevant to the Event Management Services as the Event Manager may require in connection with or to provide the Event Management Services;

5.2.2 the Client shall assume responsibility for complying with all laws and regulations in connection with the Event Management Services.

6. Event Manager’s Obligations

6.1 The Event Manager undertakes and agrees with the Client during the Term of this Contract to carry out and comply with the obligations set out in this Contract in respect of the Event.

6.2 The Event Manager shall:

6.2.1 promptly and fully respond to all communications of the Client relating to the provision of the Event Management Services;

6.2.2 fully and promptly liaise with Client on matters relevant to the provision of the Event Management Services, any Additional Services and the Fees or Charges;

6.2.3 conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;

6.2.4 provide proper and clear requests to the Client in respect of its Fees or Charges and any requirements in relation to the Event Management Services, any Additional Services or in connection with the Contract;

6.2.5 pay any sums promptly to the Client when due;

6.3 During the Term of this Contract the Event Manager shall:

6.3.1 promptly bring to the notice of the Client any information received by the Event Manager which is likely to be of use or benefit to the Client in the marketing of its own services or products at the Event;

6.3.2 keep all Client Material, all other information and material supplied by the Client as confidential until approval to release is given by the Client;

6.3.3 keep the Client fully informed at all times of all relevant material activities of the Event Manager in relation to the promotion of the Event and the provision of the Event Management Services.

6.3.4 operate and manage the Event with the Employees and appropriately qualified and experienced staff using reasonable care and skill; and

6.3.5 to conduct the Event in a lawful and orderly manner.

7. Fees and Charges

7.1 The Client shall pay to the Event Manager the Fees or Charges in respect of the Event Management Services.

7.2 Subject to any special terms agreed in writing by the parties, the Client shall pay the Fees and any Charges or any expenses together with such additional sums which are agreed between the Event Manager and the Client for the provision of the Event Management Services and any Additional Services.

7.3 The Client shall be liable for costs or charges incurred as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.

7.4 The Event Manager shall be entitled to vary its standard charges from time to time by giving not less than 14 days’ written notice to the Client.

7.5 The Fees, Charges and any additional sums due and payable under this contract shall be paid in full by the Client into such account as the Event Manager shall instruct together with any applicable VAT and without any set off or other deduction whether for withholding tax or otherwise immediately upon receipt of Event Manager’s invoice.

7.6 The Client shall pay to the Event Manager the Charges, including the cost of any service or item provided by the Event Manager at the specific request of the Client which is not included in the disbursements and support budget annexed to this Contract.

7.7 If payment is not made on the due date, the Event Manager shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount both before and after any judgment at the rate of [three per cent (3%)] above the base rate from time to time of Royal Bank of Scotland International from the due date until the outstanding amount is paid in full.

7.8 The Client shall reimburse the Event Manager for all out of pocket expenses incurred by it in connection with the Event Management Services for the Client whether or not invoiced as part of the Charges.

7.9 The Event Manager shall not be obliged to provide Event Management Services unless all fees and disbursements due to it in relation to the provision of the Event Management Services are received in advance or in accordance with the provisions of this Contract.

8. Contract Term, Event Cancellation and Termination

8.1 This Contract shall commence on the Commencement Date and shall continue in full force and effect during the Term unless and until earlier terminated in accordance with the provisions of this Contract.

8.2 For the avoidance of doubt, the parties acknowledge and agree that:

8.2.1 the Event Manager is not obliged to return to the Client the Fees or any part of the Fees if the Event is cancelled within [ten (10)] [business] days of the date when it is due to take place.

8.2.2 the Client shall have sole responsibility for the holding and organisation of the Event and except as expressly set out in this Contract, the Event Manager shall not be liable under this Contract if the Event does not take place.

8.3 Either party may terminate this Contract with immediate effect by written notice if the other commits a material breach of this Contract and in the case of a breach capable of remedy fails to remedy it within [twenty one (21)] days of receipt of a written notice from the party not in default specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.

8.4 Either party may terminate this Contract with immediate effect on written notice:

8.4.1 if the other party ceases or threatens to cease to carry on its business or if a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party;

8.4.2 if the other party makes any arrangement for the benefit of its creditors or if the other party goes into liquidation save for the purposes of a genuine amalgamation or reconstruction or becomes bankrupt.

8.4.3 if the other party shall become bankrupt or have a bankruptcy order made against him/her if as individuals;

8.4.4 if the other party shall have a receiving order made against it, shall make or negotiate for any composition or arrangement with or assignment for the benefit of its creditors; or

8.4.5 if the other party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertakings or assets appointed, or shall cease to carry on business; if the other party has been subject to a Force Majeure Event for a continuous period of more than seven (7) days.

8.5 The Contract may be terminated:

8.5.1 by the Event Manager any time after the Client has lost any permit or authority in respect of the Premises where the Event is to take place;

8.5.2 forthwith by the Event Manager if the Client fails to make payment of any sums due under this contract on the due date;

8.5.3 forthwith by either party if the other party shall become unable to pay its debt or otherwise suffers an insolvency event; or

8.5.4 forthwith by the Event Manager upon notice to the Client in the event that the Client or its employees or agents shall have engaged in any conduct prejudicial to the business of the Event Manager or in the event that the Event Manager considers that a conflict or potential conflict of interest has arisen between the parties;

8.5.5 Any termination of the Contract pursuant to this clause 8 shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law;

8.5.6 Upon termination of this Contract for whatever cause, the Event Manager will be paid all money due to the Event Manager whether in respect of Fees, Charges or otherwise after taking into account amounts previously paid.

8.5.7 Following termination of this Contract for whatever reason, the Event Manager shall return or destroy as the Client shall instruct in writing no later than 14 days after such information, all Documents, databases, Event specification, technical information and any other data supplied to the Event Manager during the Term and all and any copies made of the whole or any part of the same.

8.5.8 The expiry or termination of this Contract shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination nor shall it affect the coming into force or the continuance in force of any provision in this Contract which is expressly or by implication intended to come into or to continue in force on or after such termination.

8.5.9 Following the expiry or termination of this Contract, all provisions of this Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

9. Data Protection

9.1 Each party undertakes to comply with its obligations under the Data Protection Act and related regulations.

9.2 Each party shall promptly notify the other of any breach of any of its obligations under the Data Protection Act and/or related regulations.

9.3 The Event Manager undertakes and warrants to the Client that, to the extent it processes any personal data on behalf of the Client, it shall act as the Client’s data processor for the purposes of the Data Protection Act.

10. Warranties and Limitation of Liability

10.1 The Event Manager warrants to the Client that the Event Management Services will be provided using reasonable care and skill.

10.2 Notwithstanding any provision to the contrary, any dates, periods or times specified by the Event Manager in the Contract are estimates only and time shall not be of the essence for the performance by the Event Manager of its obligations under the Contract.

10.3 The Client warrants to the Event Manager that the Client is entitled to the benefit of all applicable licences for the Event.

10.4 Except in respect of death or personal injury caused by the Event Manager’s negligence, or as expressly provided in this Contract, the Event Manager shall not be liable to the Client by reason of any representation unless fraudulent, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues, or profits whether categorised as direct or indirect or any indirect, special or consequential loss including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business, damages, costs, expenses or other claims whether caused by the negligence of the Event Manager, its servants or agents or otherwise which arise out of or in connection with the provision of the Event Management Services or their use by the Client.

10.5 The Client agrees to indemnify and keep the Event Manager fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by the Event Manager as a result of negligence or any default by the Client or its employees, agents or representatives of its obligations however arising in connection with the Event Management Services, together with expense, claim, loss or damage which the Event Manager or any of its employees, agents, sub-contractors and other clients may suffer due to the negligence or breach of the Client or its employees, agents or subcontractors.

10.6 The Client acknowledges and agrees that the express obligations and warranties made by the Event Manager in this Contract are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Contract including without limitation as to the condition, quality performance, satisfactory quality or fitness for purpose of the Event Management Services or any part of them.

10.7 The entire liability of the Event Manager to the Client under or in connection with the Contract (howsoever arising) shall not in any event exceed the amount of the Fees [and Charges] actually paid by the Client for the provision of the Event Management Services and the Additional Services for the minimum period set out in the Contract.

10.8 Nothing in this Contract shall operate to exclude or limit either party’s liability for death or personal injury caused by its negligence, or fraud; or any other liability which cannot be excluded or limited under applicable law.

10.9 The Client shall not be liable for damage to any property or for any losses, claims, actions, proceedings, damages, costs or expenses or other liability incurred by the Event Manager (or any person of its customers or third party invitees) unless the same is caused directly by any breach of this Contract by the Client or result from any negligent act or omission of the Client.

10.10 The Client and the Event Manager each agree and acknowledge that the allocation of risk in this clause 10 is fair and reasonable in the circumstances having been taken into account in setting the level of the fees or the Event Management Services.

11. Force Majeure

11.1 Neither party will be liable for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under this Contract caused by the occurrence of a Force Majeure Event.

11.2 The Event Manager shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Event Manager’s obligations under the Contract if the delay or failure was due to any circumstances or cause beyond the Event Manager’s reasonable control. For the avoidance of doubt, any delay or failure by any third party shall not relieve the Event Manager from liability for delay or failures except where that delay or failure is also beyond the reasonable control of the Event Manager.

11.3 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Contract shall forthwith notify the other in writing and shall inform the other of the period for which it is estimated that such failure or delay will continue.

11.4 The affected party shall promptly take all reasonable steps to mitigate the effect of the Force Majeure Event. If the Force Majeure Event continues for a continuous period of more than 14 days, the non-affected party may terminate this Contract by written notice to the other party.

12. Insurance

The Event Manager agrees and undertakes to the Client that it shall in each year of this Contract and at all times during the term maintain all relevant insurance to a minimum value (please see below) with an insurance company of repute including employer’s liability, public liability and product liability insurance cover in respect of its liabilities arising out of or connected with this Contract.

EL is £10,000,000

PL is £1,000,000

Products is £1,000,000

13. Acknowledgements

13.1 The parties acknowledge and agree and irrevocably declare as follows:

13.1.1 Improper Action: Under no circumstances shall Event Manager and the Event Manager’s officers be required to take any action which they consider unlawful or improper or which in their opinion may cause any of them to incur any personal liability and such refusal shall be without liability or breach of contract.

13.1.2 Client’s IP: The Event Manager undertakes throughout the Term:

(a) not to cause or permit anything which may damage or endanger the Client’s Intellectual Property Rights or the Client’s title to them or assist or allow others to do so;

(b) that it shall at all times during the Term not be entitled to interfere with the Client’s Intellectual Property Rights

(c) that in the event that the Event Manager becomes aware of any information relating to the improper or wrongful use of the Client’s Intellectual Property Rights, it shall as soon as reasonably practicable inform the Client and undertakes to provide such assistance as shall be reasonably required by the Client including taking all such steps in respect of the defence of such rights.

13.2 Timetable: The Event Manager will use its reasonable endeavours to comply with any agreed timetable but all times, periods or dates will be treated as target dates only and unless otherwise expressly provided in this Contract, time will not be of the essence.

13.3 Loss of Capacity: The Event Manager shall be entitled at its discretion to immediately terminate this Contract and the provision of Event Management Services or take all or any actions as are authorised under the Contract in the event that the Client becomes a prohibited person under relevant law including without limitation, by reason of capacity, solvency, qualification, undischarged bankruptcy, criminal or civil prosecution, residency or international embargo or restriction or engage in any unlawful business under relevant law, including without limitation any illegal activity, Event Manager prohibited activities or activities not previously notified to or approved in writing by Event Manager.

13.4 Non-Poaching: The Client covenants with the Event Manager that it shall not during the Term or within a period of [twelve (12)] months thereafter directly or indirectly solicit entice away or endeavour to entice away from the Event Manager any person who has during the previous 12 months been employed by the Event Manager as an employee, consultant or subcontractor to perform this Contract.

13.5 Prejudicial conduct: The Event Manager shall not and shall procure that none of its officers, employees, advisers, agents or representatives shall) engage in any conduct which is in the reasonable opinion of the Client prejudicial to the business or the marketing of the Event generally.

14. Notices

14.1 In these Terms a reference to “in writing”, will include e-mail.

14.2 Any notice or other communication given by the Client to the Event Manager to us, or by the Event Manager to the Client , under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.

14.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; 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 if sent by e-mail, one Business Day after transmission.

14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15. Miscellaneous

15.1 Cumulative Remedies: The remedies provided in this Contract are cumulative and not exclusive of any remedies provided by law.

15.2 Severability : If any part of this Contract is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Contract which will continue to be valid and enforceable to the fullest extent permitted by law.

15.3 Variation: Except as otherwise permitted by this Contract no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.

15.4 Other Terms: All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

15.5 Relationship of parties: The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other’s prior written consent.

15.6 Authority: Each party warrants its power to enter into the Contract and has obtained all necessary approvals to do so.

15.7 Set-Off: Unless otherwise expressly provided in this Contract, in the event that the Client or the Event Manager has incurred any liability or otherwise whether such liability is liquidated or unliquidated under this Contract to the other party, each party may set off the amount of such liability against any sum that would otherwise be due to the other party under this Contract.

15.8 Amendment: This Contract may not be released, discharged, supplemented, interpreted, amended, varied, or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each party.

15.9 Subcontracting: The Event Manager may employ sub-contractors for carrying out any part of the Event Management Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees agents or sub-contractors shall provide the Event Management Services on behalf of the Event Manager.

16. Our Right to Vary These Terms

16.1 The Event Manager amends these Terms from time to time. Please look at the top of this page to see when these Terms were last updated, and which Terms were changed.

16.2 Every time the Client contracts with the Event Manager, the Terms in force at the time of the contract will apply to the Contract between the parties.

16.3 The Event Manager may revise these Terms as they apply to the Contract from time to time to reflect the following changes in relevant laws and regulatory requirements.

16.4 If the Event Manager has to revise these Terms as they apply to the Contract, it will will contact the Client to give it reasonable advance notice of the changes and let the Client know how to cancel the Contract if it is not happy with the changes.

17. Governing Law and Jurisdiction

17.1 This Contract will be construed in accordance with and governed by the Laws of Gibraltar each party agrees to submit to the exclusive jurisdiction of the Supreme Court of Gibraltar.

17.2 Nothing in this Contract shall limit the right of the Event Manager to take proceedings in any other court of competent jurisdiction or in more than one jurisdiction, whether concurrently or not.

GLOSSARY

In this Contract unless the context otherwise requires the following expressions shall have the following meanings:

Additional Services” any other services other than the Event Management Services agreed to be provided by the Event Manager to the Client on agreed terms and set out as such in the Services Sheet;

“Charges” the Event Manager’s charges disbursements and costs from time to time in connection with the provision of the Event Management Services or the Additional Services as the case may be unless otherwise expressly agreed with the Client and specified or incorporated in the Fees in the Contract;

“Commencement Date” the date of this Contract;

“Confidential Information” all information whether financial, technical or commercial relating to the affairs of a party (including without limitation all information contained or embodied in any Documents and all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure;

“Contract” the contract between the Event Manager and the Client for the provision of the Event Management Services in accordance with its terms;

“Client Material” any Documents or other materials, and any data or other information provided by the Client relating to the Services;

“Documents” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying other data;

“Employees” the persons to be employed by the Event Manager in the Event;

Engagement Letter: the letter of agreement which will refer to these terms and will make specific provision for matters relating to the particular Event;

“Event” the event organised or on behalf of the Client as further specified and described in Schedule to Letter of Engagement;

“Event Manager Material” any Documents or other materials, and any data or other information provided by Event Manager in connection with or relating to the Services including any targeted press or mailing list;

“Event Management Services” means the services to be provided by Event Manager for the Client and specifically set out in the Services Sheet and the Services shall include the Additional Services where the context admits;

“Fees” the fees payable by the Client pursuant to the provisions of this Contract as set out in the Letter of Engagement;

“Force Majeure Event” any circumstances or event beyond the party’s reasonable control and shall include (without limitation) act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather, software, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of that party or of a third party).

“Intellectual Property Rights” all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, specifications, formats, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created;

“Name” the name of the Event or used in relation to the Event;

“Premises” the premises, location or property at which the Event will take place and be managed;

“Services Sheet” the sheet setting out the Services and attached to the Letter of Engagement;

“Term” the period from the Commencement Date to the end date being the minimum period for the provision of the Event Management Services.