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:
Construction. In these Conditions, the following rules apply:
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.
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.
The Venue shall:
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”):
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.
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.
Nothing in these Conditions shall limit or exclude the Supplier's (or its employees’, agents’ or subcontractors’) liability for:
Subject to the aforesaid:
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.
On termination of the Contract for any reason:
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.
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).