Terms and Conditions - Clients

TERMS AND CONDITIONS FOR CLIENTS

Prior to any event that is booked with Think Different Events Limited the Client must ensure they read and accept these terms and conditions. THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9.

DEFINITIONS

Charges: the charges payable by the Client for the supply of the Services as set out in the Order and in accordance with clause 4.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.

Contract: the contract between Think Different and the Client for the supply of Services in accordance with these Conditions.

Client: the person or firm who purchases Services from Think Different.

Client Default: has the meaning set out in clause 3.2.

Delegate: any person attending all or part of the Event for which the Services are provided.

Event: the occasion for which the Services are required.

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.

Order: the Client's order for Services as set out by the Client's written acceptance of the quotation provided by Think Different.

Services: the services as provided by Think Different as agreed between the parties in the Order.

Speaker: any persons (including exhibitors) acting for and booked by Think Different on behalf of the Client.

Supplier: any third party providing services to Think Different on behalf of the Client.

Think Different: Think Different Events Limited, a company incorporated and registered in Scotland with company number SC366035 and having it registered office at Suite 3.2, Station House, 34 St Enoch Square, Glasgow, G1 4DF.

1. Basis of contract

1.1 The Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions.

1.2 The Order shall only be deemed to be accepted when Think Different issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

1.3 Any samples, drawings, descriptive matter or advertising issued by Think Different, and any descriptions or illustrations contained in catalogues or brochures by Think Different, 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.

1.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.5 Any quotation given by Think Different is only valid for a period of 10 working days from its date of issue.

2. Supply of Services

2.1 Think Different shall use all reasonable endeavours to supply the Services from the Commencement Date.

2.2 The Services shall be directed by an appointed events manager.

2.3 Think Different shall have the right to make any changes to the 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 Services, and Think Different shall notify the Client in any such event.

2.4 Think Different warrants to the Client that the Services will be provided using reasonable care and skill.

2.5 At the Commencement Date the parties shall agree in writing who will be solely responsible for the overall management of the Event budget and who shall be solely responsible for any loss incurred.

3. Client's obligations

3.1 The Client shall:

(a) co-operate with Think Different in all matters relating to the Services; and
(b) provide Think Different with such information and materials as the Think Different may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.

3.2 If Think Different’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) Think Different shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Think Different’s performance of any of its obligations;

(b) Think Different shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Think Different’s failure or delay to perform any of its obligations as set out in this clause 3.2; and

(c) the Client shall reimburse Think Different on written demand for any costs or losses sustained or incurred by Think Different arising directly or indirectly from the Client Default.

4. Charges and payment

4.1 In consideration of the provision of the Services, the Client hereby agrees to pay the Charges to Think Different together with any VAT thereon. Think Different may produce a payment schedule for the Services to set out dates of payment (if applicable).

4.2 Upon acceptance of an Order the Client shall pay Think Different a booking deposit at the time of booking (if applicable).

4.3 Think Different has the right to adjust the Charges in the case that any additional services are requested by the Client after the Commencement Date.

4.4 Think Different shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Think Different engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by Suppliers as required by Think Different for the performance of the Services, and for the cost of any materials.

4.5 As Think Different is acting as an agent in relation to the provision of the Services it will not be liable to any third party Suppliers or Speakers for payment.

4.6 The Client shall pay each invoice submitted by Think Different by the due date as set out on the invoice.

4.7 If the Client fails to make any payment due to Think Different under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per cent per annum above HSBC'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 Client shall pay the interest together with the overdue amount.

4.8 The Client 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). Think Different may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Think Different to the Client.

5. Cancellation and Changes

5.1 If for any reason the Client cancels the Order after the Commencement Date the booking deposit will be forfeited. Think Different shall also have the right to impose a cancellation charge which shall be calculated as follows:

5.1.1 If cancelled 180-120 days prior to the first day of the Event the cancellation charge will be 10% of the Charges;

5.1.2 If cancelled 120-90 days prior to the first day of the Event the cancellation charge will be 25% of the Charges;

5.1.3 If cancelled 90-60 days prior to the first day of the Event the cancellation charge will be 50% of the Charges;

5.1.4 If cancelled 60-30 days prior to the first day of the Event the cancellation charge will be 75% of the Charges;

5.1.5 If cancelled less than 30 days prior to the first day of the Event the cancellation charge will be 100% of the Charges.

5.2 Once the Order is confirmed, any change to a contracted Event date by the Client made up to 30 days before an Event date, will incur an administration fee of 50% of the total Charges. The Event date cannot be changed within 30 days of the Event without the full Charges being incurred.

5.3 If for any reason, the Event is cancelled or postponed, the Client shall be liable for all payments made or due to Suppliers under the terms of this Contract and shall indemnify Think Different in relation to the same.

6. Delegates

6.1 At the Commencement Date the Client shall confirm the number of Delegates anticipated to register for the Event (Minimum Guaranteed Number).

6.2 If the number of Delegates is less than the Minimum Guaranteed Number then a cancellation charge may apply as set out at clause 5.1.

6.3 If the number of Delegates is more than the Minimum Guaranteed Number, Think Different reserves the right to increase the Charges.

7. Payment Terms for Delegates

7.1 Payment must be made in full by the Delegate or by the Client on behalf of the Delegate in order for the registration to be confirmed. Payment can be made online through our website.

7.2 If a Delegate alters their booking or cancels any element of their booking resulting in a full or part refund Think Different will refund the payment on behalf of the Client.

7.3 If the Client cancels the Event, Think Different will refund the payment to the Delegate on behalf of the Client.

7.4 The Client agrees to reimburse Think Different for the refunds made to a Delegate.

8. Intellectual property rights

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Think Different.

8.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on Think Different obtaining a written licence from the relevant licensor on such terms as will entitle Think Different to license such rights to the Client.

9. Limitation of liability: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1 Nothing in the Contract shall limit or exclude Think Different’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1, Think Different shall not be liable to the Client, whether in contract, tort or delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.

9.3 Subject to clause 9.1, Think Different’s total liability to the Client, whether in contract, tort or delict (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.

9.4 The Client shall indemnify, keep indemnified and hold Think Different harmless from and against all claims, actions, damages, liabilities and costs (including professional fees) which may be brought against or incurred or suffered by Think Different, its employees, agents or subcontractors in connection with the Services which arise as a result of or due to the actions, omissions or negligence of the Client, its employees, agents or subcontractors or others whom it is responsible, or any Delegate.

9.5 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.

9.6 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 Without limiting its other rights or remedies, Think Different may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client breaches any of its duties or obligations under the Contract, including where the Client fails to pay any amount due under the Contract on the date for payment and remains in default after being notified in writing to make such payment;
(b) the Client commits a material breach of any term of the Contract;
(c) the Client has requested a material change to the Contract or Services;
(d) the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

10.2 Without limiting its other rights or remedies, Think Different may suspend provision of the Services under the Contract or any other contract between the Client and Think Different if the Client becomes subject to any of the events listed in clause 10.1(a) to clause 10.1(d) or Think Different reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

11. Consequences of termination

On termination of the Contract for any reason:

(a) the Client shall immediately pay to Think Different all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Think Different shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) 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; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.

12. General

12.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Think Different may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Client shall not, without the prior written consent of Think Different, 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.

12.3 Confidentiality. Both parties undertake that they shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.

12.4 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

12.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

 

 

 

 

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