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Venue Provider Terms and Conditions

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“the Agreement” means the agreement entered into by the Venue Provider and the Company incorporating these Terms and Conditions which shall govern the Service;

the Agreement means the agreement entered into by the Venue Provider and the Company incorporating these Terms and Conditions which shall govern the Service;
Business Day means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
Booking the order by the Client for the Venue through the Company website.
Client means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which makes a booking with the Company;
Company means Buzz Venue Ltd a company registered in England & Wales under number 10933482 whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU;
Confidential Information means, in relation to a Party, information which is disclosed to that Party by another Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
Confirmation means the notification made by the Client that they wish the Event to proceed.  This notification is subject to these Terms and Conditions;
Data Protection Legislation means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
Total Price means the total sums payable for the Venue hire but excluding any additional fees charged by Venue Provider for services such as catering, entertainment etc.
Venue Provider means <<name of Company>> a company registered in <<country of registration>> under number <<company registration number>> whose registered office is at <<registered office>>;
Venue means the Venue provided by the Venue Provider and the subject of the Booking;

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions;
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions;
1.2.5 a "Party" or the "Parties" refer to the parties to these Terms and Conditions and Client.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.

2. Booking and Advertising Services

2.1 The Company shall throughout the continuance of the Agreement provide an booking and advertising service to the Client (“Service”).
2.2 The Company will use reasonable care and skill in providing the Service.

3. Service Fees

All fees stated by the Company, unless specially stated otherwise, are exclusive of VAT which, where applicable, will be separately charged at the appropriate rate.

4. Payment

4.1 The Venue Provider shall pay to the Company a Service fee of [PRICE HERE] of the Total Price. Company will deduct the Service fee from the Booking Total Price paid by Client at time of Booking.
4.2 Additional items including, but not limited to, catering requests, entertainment, equipment, or any items requested by the Client after the Booking are not subject to Service fees and will be agreed directly between Client and Venue Provider. Any such items shall be at the discretion of the Venue Provider.

5. Variation and Amendments

5.1 If the Venue Provider wishes to vary any details of the Booking, it must notify the Client in writing as soon as possible. The Company is not responsible to Client or to Venue Provider for any changes to Bookings that are not due to the actions of Company. For clarity, no refund of fees is due to Venue Provider for any cancellation or changes to Bookings made by Client or Venue Provider.
5.2 If, due to circumstances beyond the Company’s control, it has to make any change in the arrangements relating to the Booking it shall notify the Client and Venue Provider forthwith. The Company shall endeavour to keep such changes to a minimum.
5.3 The Company reserves the right to do the following:
5.3.1 amend any accidental error or omission in a Booking;
5.3.2 amend any Booking in order to reflect a change in the circumstances beyond the reasonable control of the Company; and
5.3.3 vary its fees from time to time.

6. Liability and Indemnity

6.1 Where the Booking is cancelled or terminated and where such cancellation or termination occurs due to reasons which are within the Company’s reasonable control, the Company shall refund to the Venue Provider any fees received.
6.2 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the terms of the Agreement, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) in connection with the performance of obligations arising under the Agreement or with the use by the Client of the Services supplied in connection with this agreement.
6.3 The Venue Provider shall indemnify the Company against all damages, costs, claims and expenses incurred by it arising from loss or damage to any equipment (including that of third parties) caused by the Venue Provider or its agents or employees.
6.4 The Company shall not be liable to the Venue Provider or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control.

7. Confidentiality

7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and after its termination:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.

7.2 Either Party may:
7.2.1 disclose any Confidential Information to: any sub-contractor or supplier of that Party; any governmental or other authority or regulatory body; or any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 7, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

7.3 The provisions of this Clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

8. Force Majeure

8.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

9. Term, Cancellation and Termination

9.1 This Agreement shall come into force on a commencement date to be agreed and shall continue until either Party provides 4 weeks’ prior written notice of termination, subject to the provisions of this Clause 9.
9.2 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
9.2.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 5 Business Days of the due date for payment;
9.2.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 5 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
9.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
9.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
9.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
9.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
9.2.7 that other Party ceases, or threatens to cease, to carry on business; or
9.2.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

9.3 For the purposes of sub-Clause 9.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
9.4 The rights to terminate this Agreement given by this Clause 9 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

10. Effects of Termination

Upon the termination of the Agreement for any reason:

10.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
10.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;
10.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
10.4 subject as provided in this Clause 10 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
10.5 each Party shall (except to the extent referred to in Clause 7) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

11. Data Protection

11.1 All personal information that the Company or Venue Provider may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.

12. Data Processing

12.1 In this Clause 12 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
12.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 12 nor the Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

13. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

15. Costs

Subject to any provisions to the contrary each Party to the Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

16. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

17. Assignment and Sub-Contracting

17.1 Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

18. Time

The Parties agree that all times and dates referred to in the Agreement shall be of the essence of the Agreement.

19. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

20. Non-Solicitation

20.1 Neither Party shall, for the term of the Agreement and for a period of 2 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.
20.2 Neither Party shall, for the term of the Agreement and for a period of 12 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

21. Third Party Rights

21.1 No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

22. Notices

22.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
22.2 Notices shall be deemed to have been duly given:
22.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
22.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
22.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
22.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

23. Entire Agreement

23.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
23.2 Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

24. Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

25. Severance

In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.

26. Law and Jurisdiction

26.1 These Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
26.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.