Terms and Conditions of Business - The Organisers Ltd
These terms and conditions of business are between The Organisers Ltd, its employees and assigns ("The Organisers"), of 133 Elmbridge Avenue Surbiton Surrey KT5 9HE England and the prospective client (the "Client") who wishes to use the personal assistance and organising services of The Organisers to organise, procure or deliver services, goods or events of whatever nature more specifically described in the retainer letter and/or email or verbal communications (the "Project").
The terms of this agreement are to be construed as incorporated into each and every contract between The Organisers and the Client (the "Contracts") and not solely the Project.
The headings used herein are for convenience only and do not form part of the agreement.
Fees are calculated at GBP£75 per hour + VAT (plus disbursements if not invoiced separately) billed in increments of fifteen minutes (the "Fees") for time spent taking the Client brief, organising and managing each Project, travelling to and from places of work or meetings, searching for and interviewing candidates and liaising with other companies and individuals for and on behalf of the Client. Double Time will be charged for work carried out where our personnel are required to work abroad, at weekends, on UK Bank Holidays or between the hours of 1800 and 0800 Monday to Friday.
Any disbursements made on behalf of the Client will incur a 5% administration charge for each individual disbursement. Each individual disbursement for the Client will incur its own separate administration charge. The administration charge will be incurred whether or not the Client has put The Organisers in funds.
The Client agrees to pay The Organisers' Fees within thirty days of the date of invoice. Invoices for Fees will be issued at intervals of one month after the date this retainer was signed and at the end of the Project. Any disbursements paid out by The Organisers on the Project will be invoiced at any time after it has been made and must be paid within 7 days of the invoice date.
Interest will be charged on invoices that remain unpaid beyond the above settlement terms at the rate of 1½% per calendar month calculated on a daily basis and compounded monthly on the balance outstanding.
PAYMENT ON ACCOUNT
£1000 will be paid by the Client to The Organisers (the "Deposit") and will be held on account to hold against future payments on invoice. Clients based outside of the United Kingdom will pay a Deposit of £3000. The Deposit shall under no circumstances be considered by the Client to be payment for the services or as settlement for any invoice received.
Where a Client has authorised The Organisers to use a Client's debit or credit card to make payments to a supplier on the Clients behalf, the Client acknowledges , warrants and agrees that:
(a) The Organisers shall have no liability in respect of, or be responsible in any way for, any use of a Client's information by such supplier;
(b) the credit or debit card supplied to The Organisers is owned by the Client, or the Client has the authority from the owner for such use;
(c) the Client's credit or debit card will have sufficient funds to cover in full the cost of the goods or services supplied by the supplier;
All costs associated with the use of the Client's credit or debit card shall be paid by the Client. From time to time the Client may instruct The Organisers to make a reservation or leave a deposit on their behalf. Where such reservation, event or item is subsequently cancelled or forfeited by the Client, the Client authorises The Organisers to charge to their credit or debit card the amount of any deposit forfeited by The Organisers as a result of such cancellation.
The Organisers and the Client will endeavour to keep all negotiations and any information held on either the Client, The Organisers or the Project, that is not readily available to the public, private and confidential. The Organisers and the Client will only disclose such information with the permission of the other party or in so far is it is absolutely necessary to carry on the Project efficiently.
The Client appoints The Organisers as its agent under the Commercial Agents (Council Directive) Regulations 1993 (SI 1993 No 3053) and as such any contract The Organisers enters into with a third party on behalf of the Client to further the Project will be deemed to have been entered into directly by the Client.
TICKETS, TRAVEL AND PURCHASES
Any products or services including travel tickets and package holidays purchased through The Organisers will be subject to the terms and conditions of the travel or holiday operator and the supplier. Please note that The Organisers is not an authorised travel agent or tour operator and only acts as an introductory agent on behalf of the supplier. All rights and remedies you have are against the relevant supplier. Where The Organisers negotiate a discount, rebate, commission or referral fee for the Client they shall not be required to pass this discount or rebate or commission or referral fee on to the Client.
The Organisers will make every reasonable effort to ensure that the services rendered to the Client regarding the Project are of the highest order but no warranties specific or implied are made in this respect or about the accuracy of information originating from The Organisers or any other service provider or any candidate and supplied to the Client either directly or through The Organisers.
The Organisers will make every reasonable effort to ensure the suitability of any company, service provider or candidate introduced to the Client or used for work on the Project but shall not be responsible for any loss damage expense or delay to the Client resulting from their introduction, use, actions or for any information provided by them either to The Organisers or to the Client.
The references of any company, service provider or candidate will not be obtained by The Organisers unless so requested by the Client and then only with the other party's consent. The Organisers shall not be responsible for any reliance placed by the Client on any information supplied by a third party.
FURTHER CLIENT OBLIGATIONS
If The Organisers' performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, sub-contractors or employees, The Organisers shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
The Client shall be liable to pay to The Organisers, on demand, all reasonable costs, charges or losses sustained or incurred by The Organisers (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to The Organisers confirming such costs, charges and losses to the Client in writing.
The Client shall not, without the prior written consent of The Organisers, at any time from the date of this agreement to the expiry of six months after the completion of the Project, solicit or entice away from The Organisers or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of The Organisers in the provision of the Project.
Any consent given by The Organisers in accordance with the condition in the paragraph above shall be subject to the Client paying to The Organisers a sum equivalent to 20% of the then current annual remuneration of The Organisers 's employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee or sub-contractor.
LIMITATION OF LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
This condition sets out the entire financial liability of The Organisers (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
(a) any breach of this agreement or any Contract;
(b) any use made by the Client of the services of The Organisers; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement or any Contract.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement and any Contract.
Nothing in this agreement limits or excludes the liability of The Organisers:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by The Organisers; or
(c) for any liability incurred by the Client as a result of any breach by The Organisers of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
Subject to the above:
(a) The Organisers shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits;
(ii) loss of business;
(v) loss of goods;
(vi) loss of contract;
(vii) loss of use;
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) The Organisers' total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement and any Contracts shall be limited to three times the price paid for the services on the Project.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other on giving the other not less than one months written notice or immediately on giving notice to the other if:
(a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
(e) there is a change of control of the other party; or
On termination of this agreement for any reason:
(a) Client shall immediately pay to The Organisers all of The Organisers' outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, The Organisers may submit an invoice, which shall be payable immediately on receipt;
(b) The outstanding Fees: and
(c) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
The Organisers shall have no liability to the Client if it is prevented from or delayed in performing its obligations under this agreement or a Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Client 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 sub-contractors.
The Organisers reserves the right to vary or amend these terms and conditions of business, in any way, upon thirty (30) days' notice to the Client.
RIGHTS OF THIRD PARTIES
This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
These terms shall be interpreted in accordance with English Law and the parties agree to submit to the jurisdiction of the English courts.