These Conditions are entered into between you (the “Venue”) and Wizme Ltd, Registered Number 9580706 (the “Supplier”), whose registered address is at Unit 8, 2 Miller's Terrace, E8 2DP, London, UK, and whose trading address is at 71 Central Street, EC1V 8AB, London, UK.
Definitions. In these Conditions, the following definitions apply:
- Agent: a person or entity who completes a Booking on behalf of a Client for compensation.
- Booking: a booking or reservation for use of a Venue or its services as set out on a purchase order form; written or electronic acceptance of the Venue’s price, estimate or quotation; or otherwise, as the case may be.
- Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Client: a person or entity who uses the Supplier Services to seek and book a Venue.
- Commission: the charges payable by the Venue for the supply of the Services in accordance with the “Commission and Payment” clause below.
- Conditions: the terms and conditions set out in this document as amended from time to time in accordance with the Conditions.
- Contract: the agreement and contract between the Supplier and the Venue for the supply of Supplier Services in accordance with these Conditions and any other terms referred to herein.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
- Quote: a quote or price estimation for Venue Services provided by a Venue to a Client or Agent via the Supplier Services
- Supplier: Wizme Ltd (registered in England and Wales with company number 9580706).
- Supplier Services: use of the Supplier’s venue-booking marketplace (via the Website or otherwise) or other services supplied by the Supplier to the Venue.
- Venue: a person or entity who uses the Supplier Services to advertise Venue Services or solicit a Booking.
- Venue Services: event-hosting services or any other services supplied by a Venue to a Client.
- Website: https://wizme.com
Construction. In these Conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its personal representatives, successors and permitted assigns;
- a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted;
- any obligation on a party not to do something includes an obligation not to allow that thing to be done;
- any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
This Contract shall take effect upon the placement of any advertisement or solicitation of the Venue Services on the venue marketplace Website or upon any other use by the Venue of the Supplier Services.
The Website will guide the Client or Agent through the Booking process. The Venue shall provide a Quote to any Client or Agent upon request. The Venue shall not contact any Client or Agent directly to provide quotations or prices outside of the Supplier marketplace or Website.
Any Quote given by the Venue shall constitute an offer and shall be valid for the period of time dictated by the Booking request. By submitting a Quote, the Venue agrees to fulfil the terms of the Booking if the Booking is accepted.
The Booking constitutes an acceptance by the Client of the Venue’s offer for Venue Services in accordance with these Conditions.
Completion of the Booking process and securing payment for a Booking is the sole responsibility of the Venue.
The Contract constitutes the entire agreement between the parties. The Venue acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's promotional materials, 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.
These Conditions apply to the Contract to the exclusion of any other terms that the Venue seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SUPPLY OF SERVICES
The Supplier shall supply the Supplier Services to the Venue in accordance with the Contract in all material respects.
The Supplier shall have the right to make any changes to the Supplier Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Supplier Services, and the Supplier shall notify the Venue in any such event.
The Supplier warrants to the Venue that the Supplier Services will be provided using reasonable care and skill.
4. VENUE’S OBLIGATIONS
The Venue shall:
- ensure that any information it provides to the Supplier, including but not limited to the Quote and any related terms, is complete and accurate;
- co-operate with the Supplier in all matters relating to the Supplier Services;
- provide the Supplier, its employees, agents, consultants and subcontractors with access to the Venue's premises as reasonably required by the Supplier to verify the quality of the Venue and the Venue Services;
- provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Supplier Services, and ensure that such information is accurate and kept up-to-date in all material respects;
- prepare the Venue's premises for the supply of the Venue Services to the Client as the Client may reasonably require;
- prior to any Booking, obtain and maintain all necessary licenses, permissions and consents which may be required for the Venue Services; and
- use all reasonable efforts to deliver the Venue Services to the Client.
If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Venue or failure by the Venue to perform any relevant obligation (“Venue Default”):
- the Supplier shall, without limiting its other rights or remedies, have the right to: (i) suspend performance of the Supplier Services until the Venue remedies the Venue Default; or (ii) rely on the Venue Default to relieve it from the performance of any of its obligations to the extent the Venue Default prevents or delays the Supplier's performance of any of its obligations;
- the Supplier shall not be liable for any costs or losses sustained or incurred by the Venue arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause; and
- the Venue shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Venue Default.
5. COMMISSION AND PAYMENT
Agreed commission rates and terms for a booking will be outlined by the Venue in the bid during the RFP process.
The Venue may, at its sole discretion, permanently or temporarily implement a commission rate different than its Agreed Commission rate (a “Special Commission Rate”), provided that the Venue’s Special Commission Rate is never set below its Agreed Commission Rate. Upon implementing a Special Commission Rate, the Venue shall be responsible for updating (or causing to be updated) its commission rate as displayed by the Supplier (on the Website, in the Supplier marketplace or otherwise) and for implementing its Special Commission Rate in its Quote(s).
The Supplier shall not charge any Commission for the Venue to advertise or solicit Venue Services on the Supplier’s marketplace or Website.
If a Booking is made by an Agent, the Venue shall pay the Agreed Commission Rate on the final price of the Booking to the Agent. If a Booking is made by a Client directly (a “Qualifying Booking”), the Venue shall pay the Agreed Commission Rate on the final price of the Booking to the Supplier.
The Supplier shall provide the Venue with a monthly invoice for all Bookings actualised during the prior month (“Invoice”). The Commission shall be paid within 28 days in full in cleared funds upon receipt of an Invoice. Payment shall be made via bank transfer to the bank account nominated by the Supplier. Time of payment is of the essence.
Unless otherwise stated, the Commission will be inclusive of amounts in respect of value added tax (“VAT”).
If the Venue fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Services and terminate the Contract and the Venue shall pay interest on the overdue amount at the rate of 5% (five per cent) per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
The Venue shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Venue against any amount payable by the Supplier to the Venue.
6. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier or its licensors. The Supplier shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Throughout the term of the Contract, the Supplier shall be deemed to automatically grant a royalty-free, non-exclusive licence of any and all such rights to the Venue to use the same in accordance with the terms of the Contract and the Supplier Services.
The Venue acknowledges that, in respect of any third party Intellectual Property Rights, the Venue's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Venue.
All Supplier materials are the exclusive property of the Supplier, or its licensors (as the case may be).
Each party (‘receiving party’) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (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). The parties shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract. The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a breach of these Conditions, is already or rightly comes into the receiving party’s possession without an accompanying obligation of confidence, or which is independently developed by the receiving company.
8. LIMITATION OF LIABILITY AND INDEMNITY
Nothing in these Conditions shall limit or exclude the Supplier's (or its employees’, agents’ or subcontractors’) liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- any other liability to the extent such liability may not be excluded or limited as a matter of law.
Subject to the aforesaid:
- the Supplier shall under no circumstances whatever be liable to the Venue, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, savings, goodwill, reputation loss or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract; and
- the Supplier's total liability to the Venue in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Commission paid by the Venue to the Supplier in the 6-month period prior to the claim.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
The Venue shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website or the Services by the Venue or its agents or employees.
This clause shall survive termination of the Contract.
Without limiting its other rights or remedies, either party may terminate the Contract immediately at any time by giving the other notice in writing. The Supplier may suspend provision of the Supplier Services under the Contract or any other contract between the Venue and the Supplier if the Venue fails to pay any amount due under this Contract on the due date for payment or the Supplier believes that the Venue may be unable to pay its debts as and when they fall due, or if the Venue stops carrying on business or threatens to do so.
Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
10. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
- the Venue shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Qualifying for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Venue immediately on receipt;
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
- the Venue will not either during the Contract or for a period of 12 months after the Contract ends, in any capacity, offer to employ or engage, or seek to solicit or entice away, employ or engage, solicit or entice away, or otherwise facilitate the employment or engagement of any employee or contractor of the Supplier; and
- clauses which expressly or by implication survive termination shall continue in full force and effect.
11. FORCE MAJEURE
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Neither party shall be liable as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents either party from providing any of its Services for more than 7 days, the Venue or Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party.
Assignment and other dealings.
- The Venue shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
- Any matter which may arise concerning the construction, meaning or effect of this Agreement or concerning the rights or liabilities of either party, shall in the first instance be referred to appointed relationship managers, who shall discuss and attempt to resolve the same in good faith between themselves with a view to recommending the proposed resolution to the party they each respectively represent for written agreement.
- In the event that the appointed relationship managers are unable to resolve a matter arising under clause 12.2.1 within 5 business days of the matter having been referred to them, the dispute shall be referred to the highest relevant level of each party's management (such person as the statutory board of directors or other suitable officers or representatives of each party may nominate in relation to any specific dispute).
- In the event that the parties’ management are unable to resolve a matter pursuant to clause 12.2.2, the parties will attempt to settle the matter by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing to the other Party of the dispute regarding which it is requesting mediation. A copy of the request should be sent to CEDR. The parties shall ensure that the mediator is appointed not later than 14 days after the date of the ADR notice. Neither Party shall be able to recover any costs from the other in relation to the mediation.
- In the event that a dispute is not solved by mediation pursuant to clause 12.2.3, the dispute shall be referred to arbitration by a single arbitrator to be agreed by the Parties. In the event that the Parties cannot agree the appointment of an arbitrator, either Party may request that the President of the Law Society of England and Wales appoint the arbitrator. The arbitration shall take place London and be in accordance with the Arbitration Act 1996 or any re-enactment or modification of the Act for the time being in force.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its trading office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this “Notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 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 shall not affect the validity and enforceability of the rest of the Contract.
- If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.
Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).