TERMS AND CONDITIONS RELATING TO THE PROVISION OF EVENT MANAGEMENT SERVICES , VENUE HIRE SERVICES &HIRE OF EVENT EQUIPMENT FROM ARMCHAIR LEISURE LIMITED TRADING AS PERI PERI (“PERI PERI”)
Updated 30/12/2019
1 DEFINITIONS
In these Conditions the following words and phrases shall have the following meanings:-
“Agreement” means the agreement for the provision of Event Management and/or Venue Hire Services and/or hire of the Hire Equipment by the Client and shall comprise these Conditions and the Proposal and in the event of any conflict the provisions of the these Conditions shall prevail;
“Client” means the person set out in the Proposal;
“Conditions” means these terms and conditions;
“Deposit” means the non-refundable deposit equal to 50% of the Event Charges;
“Event” means the event for which Peri Peri agrees to provide the Event Management Services and/or Venue Hire Services and/ or hire of the Hire Equipment to the Client beginning on the Event Date and ending on the Return Date;
“Event Charges” means the charges for the provision of Event Management Services and/or Venue Hire Services and/or hire of the Hire Equipment as set out in these Conditions and the Proposal plus Value Added Tax at the statutory rate;
“Event Date” means the date set out in the Proposal as being the date on which the Event begins or such other date as may be agreed by the Parties in writing;
“Event Management Services” means the event management services required by the Client as set out in the Proposal;
“Force Majeure Event” means any circumstances not within Peri Peri’s reasonable control including without limitation:
- a) acts of God, flood, drought, earthquake or other natural disaster;
- b) epidemic or pandemic;
- c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
- d) nuclear, chemical or biological contamination or sonic boom;
- e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
- f) collapse of buildings, fire, explosion or accident;
- g) non-performance by suppliers or sub-contractors; and
- h) interruption or failure of utility service.
“Hire Equipment” means the equipment to be hired by the Client from Peri Peri pursuant to the Agreement, as set out in the Proposal;
“Proposal” means the booking form issued by Peri Peri to the Client incorporating these Conditions;
“Return Date” means the date set out in the Proposal or such other date as the Parties may agree in writing;
”Set Up” means setting up the Hire Equipment such that the Hire Equipment is ready for use by the Client;
“Site” means the location of the Event and where the Event Management Services and/or Hire Equipment will be provided, being the location set out in the Proposal or such other location as may be agreed by the Parties in writing.
“Venue Hire Services” means the venue hire services as set out in the Proposal.
2 GENERAL
2.1 The Agreement shall be governed by these Conditions which shall apply to the exclusion of all other terms and conditions (including any terms and conditions which the Client purports to apply under any purchase order other than the Proposal, specification or other document), and shall supersede any previous understanding, quotation and/or agreement (whether written or oral) in respect of the subject matter of the Agreement. Subject to these Conditions, no waivers, alterations or modifications of the Proposal or these Conditions shall be valid unless made in writing and duly authorised representative of Peri Peri.
2.2 Each Proposal issued by Peri Peri to the Client shall be deemed to be an offer from Peri Peri to the Client to provide Event Management Services and/or Venue Hire Services and/or hire of the Hire Equipment to the Client on the basis of these Conditions. Subject to any rule of law to the contrary, no contract between Peri Peri and the Client shall be deemed to be formed until the Proposal attaching and incorporating these Conditions is agreed by the Client and the Client has paid the Deposit to Peri Peri. The Client confirms that it has read, understood and agreed to the matters set out in the Proposal and these Conditions. The Client’s continuing instructions and payment of the Deposit will amount to acceptance of this Agreement.
2.3 The Client is responsible for ensuring that the terms of the Proposal are complete and accurate.
2.4 Any quotation given by Peri Peri is given on the basis that no contract will come into existence until a contract is formed between Peri Peri and Client pursuant to Clause 2.2 above. Any quotation given in writing is valid for a period of 90 days from the date on which it was given.
2.5 The Client hereby acknowledges and agrees that it has not relied on any statement, promise or representation made or given by or on behalf of Peri Peri which is not set out in these Conditions or the Proposal. Nothing in this Clause shall exclude or limit Peri Peri’s liability for fraudulent misrepresentation.
2.6 The Client acknowledges that the Event Charges do not include the costs of repair to or making good any damage to the Site and that these shall be the responsibility of the Client.
2.7 The Clients acknowledges that where Peri Peri undertakes to obtain licences or authorisations necessary for the Event from a competent authority, the refusal of such authority to grant such licence or authorisation or to impose restrictions thereon shall not give rise to any claim against Peri Peri.
3 PROVISION OF EVENT MANAGEMENT SERVICES, AND/OR VENUE HIRE SERVICES, AND/OR HIRE OF THE HIRE OF EQUIPMENT
3.1 Subject to the Agreement, Peri Peri agrees to provide to the Client, and the Client agrees to take from Peri Peri, the Event Management Servicesand/or, Venue Hire Services and/or hire of Hire Equipment for the Event as set out in the Proposal in consideration for the Event Charges.
3.2 The Event shall commence on the Event Date and shall end on the Return Date.
4 DELIVERY, SET UP AND COLLECTION OF THE EQUIPMENT
4.1 This Clause 4 shall only apply if the Proposal specifies, or the Parties otherwise agree in writing, that the Event Management Services and/or Hire Equipment shall be performed at or delivered to the Site.
4.2 Peri Peri shall be responsible for ensuring that the Event Management Services and/or Hire Equipment are delivered to and (only in cases where the Proposal specifies, or the Parties have otherwise agreed in writing, that the Hire Equipment is also to be Set Up on the Site) Set Up at the Site on the Delivery Date provided that:-
(a) time for delivery and (if applicable) Set Up of the Hire Equipment shall not be of the essence of the Agreement and time stated or advised by Peri Peri respect of such delivery and/or Set Up shall be indicative only;
(b) delivery and (if applicable) Set Up of the Hire Equipment may at the option of Peri Peri take place prior to the Event Date; and
(c) the Client’s only remedy for any failure of Peri Peri to comply with its obligations under this Clause 4.2 shall be that the Event Charges shall be reduced to the extent that Peri Peri (in its sole discretion and acting reasonably) shall determine.
4.3 Where the Hire Equipment is to be Set Up by Peri Peri, Peri Peri shall use its reasonable endeavours to accommodate any reasonable and practicable requests and/or instructions by the Client in respect of the manner in which the Hire Equipment is Set Up provided that Peri Peri cannot and does not guarantee that the Hire Equipment will be Set Up in accordance with such instructions or requests. The Client shall provide a plan or be present to confirm the position of all Event Management Services and/or Hire Equipment prior to their installation. Failure to do this will result in Peri Peri installing the Event Management Services and/or Hire Equipment where, acting reasonably, they think fit.
4.4 If for any reason the Client fails to take delivery of the Hire Equipment at any time when the Hire Equipment is due and ready for delivery, Peri Peri shall be entitled to be reimbursed by the Client in respect of all costs and expenses incurred by Peri Peri in connection with making such delivery (and in connection with any subsequent redelivery of the Hire Equipment) and/or charge the Client an administration fee at such a level as Peri Peri (in its sole discretion and acting reasonably) shall determine. For the avoidance of doubt, where the Client fails to take delivery of the Hire Equipment on more than one occasion, Peri Peri shall be entitled to charge the Client for the costs and expenses, and charge the charges, referred to in this Clause 4.4 in respect of each such occasion.
4.5 The Client shall inspect the Hire Equipment in the presence of Peri Peri as soon as practicably possible following the Hire Equipment being delivered and (as the case may be) Set Up.
4.6 On or as soon as practicably possible following the Return Date Peri Peri shall remove the Hire Equipment from the Site. Unless the Hire Equipment was Set Up by Peri Peri, the Client shall comply with any instructions and/or guidance given by Peri Peri to the Client with a view to ensuring that the Hire Equipment is ready for collection by Peri Peri. In particular the Client shall ensure that any cables supplied with or as part of the Hire Equipment are returned to Peri Peri properly re-coiled. Where the Client fails to comply with this Clause 4.6 Peri Peri shall be entitled (in its sole discretion and acting reasonably) to charge the Client additional charges.
4.7 If Peri Peri is unable to collect the Hire Equipment from the Site due to any act, omission or failure on the part of the Client (including, for the avoidance of doubt, a failure of the Client to procure access to the Site for Peri Peri having been given reasonable notice by Peri Peri of its intention to collect the Hire Equipment at the relevant time) the Client shall not only be liable for any costs and/or expenses suffered or incurred by Peri Peri as a result of such act, omission or failure but Peri Peri shall also be entitled to charge the Client such additional charges as Peri Peri shall (acting reasonably and in its sole discretion) determine. For the avoidance of doubt, Peri Peri shall, without prejudice to any other charges it may be entitled to charge and/or costs and expenses it may be entitled to recover under this Clause 4.7, also (in its sole discretion and acting reasonably) be entitled to charge the Client additional hire charges until such time as the Hire Equipment is collected by or otherwise returned to Peri Peri.
5 COLLECTION AND RETURN OF THE EQUIPMENT BY THE CLIENT
5.1 This Clause 5 shall only apply if the Proposal specifies, or the Parties otherwise agree in writing, that the Hire Equipment is to be collected by the Client from Peri Peri’s premises.
5.2 The Client shall collect the Hire Equipment from Peri Peri’s premises on the Event Date or on a date prior to the Event Date such date having been agreed in writing.
5.3 The Client shall be responsible for inspecting the Hire Equipment upon collecting the Hire Equipment from Peri Peri’s premises.
5.4 The Client shall return the Hire Equipment to Peri Peri on the Return Date. If the Client fails to return the Hire Equipment when its due to be returned the Client shall not only be liable to Peri Peri in respect of any costs and expenses suffered or incurred by Peri Peri as a result of such failure but Peri Peri shall be entitled to charge the Client such additional charges as Peri Peri shall (acting reasonably and in its sole discretion) determine.
5.5 The Client shall comply with all instructions and/or guidance given by Peri Peri to the Client in respect of the Hire Equipment.
6 EVENT CHARGES AND PAYMENT
6.1 The Client acknowledges that the Event Charges referred to in the Proposal represent the best estimate of the costs of the Event based on the information available at the time this Agreement is entered into and that adjustments may need to be made to the Event Charges by Peri Peri (acting reasonably and in its sole discretion) to reflect changed circumstances and/or further information becoming available.
6.2 The Client shall pay the Event Charges in accordance with these Conditions. The Deposit is payable immediately upon acceptance of the Proposal. Unless otherwise agreed, the balance of the Event Charges must be paid no later than 15 working days in advance of the Event Date. .
6.3 In addition to the Event Charges Peri Peri shall be entitled to invoice the Client for any increase in costs due to the Clients default in any of its obligations under these Conditions including (but not limited to) any breakages or damage to the Hire Equipment, charges or additional fees imposed by the Site for breakages or damages where Peri Peri has provided Venue Hire Services, and any additional Event Management Services and/or Hire Equipment and/or Venue Hire Services either requested by the Client or which Peri Peri reasonably considers necessary or desirable for the successful completion of the Event. Any such additional sums shall be due and payable within 14 days of issue of the invoice.
6.4 All prices are, unless otherwise stated, exclusive of any packing, posting and delivery charges (which, for the avoidance of doubt, the Client shall also be liable to pay to Peri Peri).
6.5 Event Charges are based on the assumption that:
(a) if the Site is outside it has level, flat and firm ground with easy access for motor vehicles and that no cables, pipes, drains or other services are buried beneath the surface or otherwise concealed;
(b) if the Event location is inside, there is sufficient power for all the Hire Equipment and Event Management Services hired (unless provision of power has been included in the Proposal).
provided that, in any event (i) if any delays are caused by obstructed access to the Site or where vehicular access is not, in the opinion of Peri Peri, available to within 40 metres from the Site and/or (ii) if Peri Peri are of the reasonable opinion that tracking is required to be laid to facilitate access to the Site, the increased costs thereof shall be added to the Event Charges.
6.6 If the Client fails to make payment of any sum due to Peri Peri, Peri Peri shall be entitled to (without prejudice to any other rights and remedies which Peri Peri may have under the Agreement or otherwise):
(a) terminate the Agreement and/or suspend any further performance of Peri Peri’s obligation under the Agreement; and/or
(b) charge the Client interest on the overdue amount at a rate equal to 4% above the base rate of Barclays Bank from time to time.
6.8 Peri Peri shall be entitled to invoice the Client from time to time in respect of any other costs, expenses, fees or charges which the Client is liable to pay to Peri Peri pursuant to these Conditions.
7 BREAKDOWN AND REPAIR
7.1 Peri Peri shall have no liability to the Client for any claim in respect of any defect in the Hire Equipment which:-
(a) where Clause 4 applies:
(i) would have been apparent on inspection; and/or
(ii) was brought to the Client’s attention by Peri Peri at the time of inspection and which is made after the commencement of the Event;
(b) where Clause 5 applies, would have been apparent on inspection and which is made after the commencement of the Event.
7.2 In respect of any defect in any items of Hire Equipment not falling within the scope of Clause 7.1, Peri Peri shall arrange for a replacement item of Hire Equipment to be provided to the Client as soon as practicably possible following being notified of the defect by the Client provided that Peri Peri shall have no liability to the Client under this Clause where such defect is attributable to the fault or negligence of the Client or otherwise attributable to any breach by the Client of these Conditions. This Clause 7.2 shall be the Client’s sole remedy in respect of any defects in any Hire Equipment provided by Peri Peri to the Client and Peri Peri shall have no liability to the Client in respect of any costs and expenses suffered or incurred by the Clients a result of such defect.
7.3 For the avoidance of doubt where the Hire Equipment includes a power generator, Peri Peri’s sole liability for any breakdown is replacement as soon as practicably possible as provided for in Clause 7.2. Accordingly the Client is advised to consider hiring a standby generator.
8 CLIENT’S OBLIGATIONS
8.1 Throughout the period of the Agreement the Client shall:-
(a) ensure that Peri Peri is given access to the Site (upon being given reasonable notice by Peri Peri) in order to fulfil its obligations and/or enforce its rights under the Agreement; can include track way
(b) use the Hire Equipment in a safe manner and in accordance with all instructions and/or directions given to the Client by Peri Peri from time to time;
(c) use the Hire Equipment for the purpose for which it was intended and, if the Client has any doubt as to whether the Hire Equipment is suitable for a proposed purpose, refrain from using the Hire Equipment for that purpose until the Client has confirmed with Peri Peri whether the Hire Equipment is suitable for such purpose;
(d) read any operating instructions, user manuals and explanatory notes supplied with the Hire Equipment and ensure that the Hire Equipment is used in accordance with such instructions, user manuals and explanatory notes;
(e) ensure that the Hire Equipment is kept secure until such time as the Hire Equipment is returned to Peri Peri’s premises by the Client or collected by Peri Peri;
(f) in the event that any item of Hire Equipment is lost or damaged, inform Peri Peri of such loss or damage as soon as reasonably possible following such loss or damage occurring;
(g) not to assign, mortgage, let on hire, or otherwise dispose of or part with possession of any item of Hire Equipment or part thereof or charge the benefit of the Agreement or purport to do any of the foregoing;
(h) maintain the Hire Equipment in the state that it is in at the date of delivery of the Hire Equipment to the Site by Peri Peri or collection of the Hire Equipment from Peri Peri’s premises by the Buyer (as the case may be);
(i) keep the Hire Equipment free from all liens, charges, encumbrances and securities;
(j) bear the cost of the repair or rectification of any damage to the Hire Equipment resulting from negligence or improper use of the Hire Equipment by the Client or any person permitted by the Client to use the Hire Equipment; and
(k) indemnify Peri Peri against all fines, penalties and liabilities imposed on Peri Peri, or arising in respect of any non-compliance or contravention of any law or regulation, relating to the use and operation of the Hire Equipment, together with any reasonably and properly incurred cost or expense relating thereto incurred by Peri Peri.
8.2 For the avoidance of doubt, the Client is responsible for satisfying itself prior to the commencement of the Agreement that the Event Management Services and/or Hire Equipment Services and/or Venue Hire Services to be supplied by Peri Peri are sufficient and/or suitable for a given use or application. The Client is encouraged to discuss its requirements in detail with Peri Peri prior to entering into the Agreement. Peri Peri accepts no responsibility to the Client should the Client subsequently claim that the Event Management Services and/or Hire Equipment Services and/or Venue Hire Services are not so sufficient and/or suitable.
8.3 The Client shall provide Peri Peri with any information required for the proper performance of the Agreement on request. The Client will be required to confirm details and final numbers for the Event no later than 20 days prior to the Event Date. It is expressly acknowledged by the Client that once final numbers are confirmed, those numbers cannot be reduced and will not be refunded if numbers decrease. Numbers may be increased subject to agreement, availability and extra charges.
8.4 Without prejudice to any other rights and/or remedies to which Peri Peri may be entitled under these Conditions or otherwise, the Client shall reimburse Peri Peri in respect of any costs and expenses reasonably and properly incurred by Peri Peri as a result of any breach of by the Client of its obligations under these Conditions.
9 CLIENT TO OPERATE EQUIPMENT
The Client hereby acknowledges and agrees:-
(a) that Peri Peri will not be responsible for operating or maintaining the Hire Equipment during the Event; and
(b) that, unless otherwise agreed by Peri Peri in writing, that Peri Peri will not provide the Client with any training in respect of the Hire Equipment beyond any training which Peri Peri may be required to give to the Client under any rule of law.
10 VENUE HIRE SERVICES
10.1 This Clause 10 shall apply where the Proposal states that Peri Peri will provide Venue Hire Services for the Event.
10.2 Peri Peri cannot guarantee and does not warrant that the specific venue in the Proposal will be available for the Event. Peri Peri will use reasonable endeavours to see that the Client’s chosen venue is secured for the Event, but the Client expressly acknowledges that Peri Peri is not the owner of the venue and as such cannot guarantee its availability.
10.3 If, by reason of a Force Majeure Event or any other circumstances beyond Peri Peri’s reasonable control, the Client’s chosen venue in the Proposal becomes unavailable, Peri Peri will use reasonable endeavours to secure the booking of an alternative venue for the Event which Peri Peri (at its sole discretion acting reasonably) deems comparable. The Client shall not be entitled to terminate this agreement if an alternative venue can be secured in accordance with this clause. The cancellation policy at clause 12.2 below will apply.
10.4 Peri Peri shall not be held in breach of this agreement if the venue in the Proposal becomes unavailable for the reasons set out in clause 10.3 above. Further, Peri Peri shall not be liable for any losses whatsoever or howsoever arising as a result of any of the circumstances in clause 10.3 applying.
10.5 The Client shall comply with any policies, rules and or regulations imposed by the venue booked by Peri Peri for the Event. The Client will provide Peri Peri with any information required for the purposes of the Venue Hire Services on request so that Peri Peri can comply with its obligations under any third party venue hire contract.
10.6 The Client agrees that it will not (and its representatives/guests shall not) do anything to cause or contribute to any breach by Peri Peri of any of its obligations under any third party venue hire contract and shall keep Peri Peri fully indemnified at all times against all claims, actions, proceedings, demands, liabilities, damages, costs, charges, expenses and losses (including but not limited to direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs ) which are incurred or may be incurred by Peri Peri arising out of any breach of this clause.
11 LIABILITY
11.1 The Client shall be responsible for and shall indemnify Peri Peri fully from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:
(a) personal injury including death or disease or loss or damage to the property of any third party to the extent that such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the Client; and
(b) loss or damage to the property of Peri Peri or any person employed by Peri Peri or personal injury including death or disease to any person employed by Peri Peri to the extent that such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the Client; and
(c) loss or damage to the property of the Client or any person employed by the Client or personal injury including death or disease to any person employed by Peri Peri to the extent that such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the Client.
11.2 For avoidance of doubt the Client acknowledges that some damage to the Site is likely due to the installation of the Hire Equipment, the provision of Event Management Services and from the use of vehicles. Accordingly the Client shall indemnify Peri Peri fully from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of damage to the Site to the extent that same are not covered by a policy of insurance taken out by Peri Peri pursuant to Clause 13.1.
11.3 Except to the extent of fair wear and tear, the Client shall reimburse Peri Peri in respect of the loss of or damage to any Hire Equipment which occurs while the Hire Equipment is on hire to the Client. All lamps provided by Peri Peri to the Client must be returned to Peri Peri at the end of the Event (whether functioning or not) otherwise the Client shall be liable to Peri Peri for the cost of replacing any lamps not so returned with a new lamp of equivalent specifications.
11.4 Peri Peri shall have no liability for any indirect, special, consequential loss or damage to the Client or any third party arising under the Agreement whether arising from the negligence of Peri Peri or otherwise
11.5 Peri Peri’s maximum liability arising out of contract, negligence or breach of statutory duty or otherwise for any loss or damage arising out of or in connection with the Agreement, howsoever arising, shall not exceed the amount provided for the relevant element of the Event Management Services, Venue Hire Services and/or Hire Equipment as set out in the Proposal and the aggregate such liability shall not exceed the total sum received by Peri Peri from the Client under the Agreement.
11.6 Nothing in this Clause 11 shall exclude or limit Peri Peri’s liability for death or personal injury caused by the negligence of Peri Peri or its employees or any liability which cannot be excluded or limited by law.
12 TERMINATION
12.1 Peri Peri will have the right to terminate the Agreement forthwith by notice in writing if the Client:-
(a) commits any material breach of the Agreement; or
(b) commits an act of bankruptcy, becomes apparently insolvent, makes an arrangement or composition with creditors or (being a company) has had convened a creditors meeting; or
(c) has a receiver (whether administrative or otherwise) appointed or any steps are taken for the appointment of an administrator or a resolution has been passed for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or any proceedings have commenced relating to the insolvency or liquidation or possible insolvency of the Client or it ceases or threatens to cease to carry on business or if serious doubt arises as to the Client’s solvency.
12.2 Cancellation Period: The Client shall have the right to terminate the Agreement at any time prior to the start of the Event in which case Peri Peri shall retain the Deposit. The Client expressly acknowledges and agrees that the Deposit is non-refundable. Further, the Client shall be liable for and will indemnify Peri Peri for any and all non-refundable sums paid, sums due or cancellation charges payable by Peri Peri to any third party, venue or supplier arising out of the Client’s decision to terminate. Further, if cancellation takes place within 90 days of the Event Date the full Event Charges shall become immediately due and payable. Peri Peri may if commercially practicable (but shall not be obliged to) rehire all or part of the Event Management Services, Venue Hire Services and/or Hire Equipment and, if so, shall give the Client credit against such cancellation fee in such sum as Peri Peri (in its sole discretion and acting reasonably) may determine.
12.3 It is recommended that the Client obtain cancellation insurance. Peri Peri can provide details of a recommended insurer on request, but it is expressly acknowledged by the Client that it is the responsibility of the Client to make its own enquires and agreement with the insurer to ensure any such policy meets their specific requirements.
12.4 In the event that the Agreement is terminated in accordance with any of the provisions of Clause 12.1:
(a) the total amount due or that may become due by the Client to Peri Peri under the Agreement shall become immediately due and payable by the Client to Peri Peri; and
(b) the Client shall immediately return the Hire Equipment to Peri Peri or shall ensure that Peri Peri is given access to the Site upon reasonable notice being given by Peri Peri in order to allow Peri Peri to collect the Hire Equipment.
12.5 Termination of the Agreement for any reason by Peri Peri shall not affect the Client’s obligation to pay any outstanding invoices or any other monies owing to Peri Peri, including any interest charges.
13 INSURANCE
13.1The insurance obligations and requirements and associated costs for the Event will be set out in the Proposal.
13.2 Where Peri Peri effects insurance for the Event the Client shall pay an additional sum equal to 5% of the Event Charges (or such other sum as may be set out in the Proposal). The Client shall be liable for the first £2,500 of any claim made under such policy unless otherwise stated in the Proposal.
13.3 Unless the Proposal specifies that Peri Peri shall be liable for insurance, the Client shall keep the Hire Equipment insured with an insurance company of good repute against loss or damage from all normal business risks (including normal third party risks). The Client shall notify its insurers that the Hire Equipment and/or Event Management Services is on hire from Peri Peri and request the insurer to endorse a note of such interest on the policy of insurance naming Peri Peri as loss payee and shall on demand show to Peri Peri the policy of insurance, the premium receipts and insurance certificate and shall not use or allow the Hire Equipment and/or Event Management Services to be used for any purpose not permitted by the terms and conditions of the policy of insurance or do or allow to be done any act or thing whereby the insurance may be invalidated. If the Client shall make default in the payment of any premium in respect of the insurance Peri Peri may pay such premium in which event the Client shall repay the amount thereof on demand. The Client shall indemnify Peri Peri against all loss or damage to the Hire Equipment not recoverable under the policy of insurance.
13.4 Where any event or accident shall occur which is a risk covered by the Client’s insurance hereunder, the Client shall immediately notify Peri Peri thereof, shall not compromise any claim without the consent of Peri Peri, shall allow Peri Peri to take over the conduct of negotiations (except in relation to claims of the Client for personal injuries, loss of use of the Hire Equipment, or loss or damage to the property of the Client unconnected with the Hire Equipment) and shall at the expense of the Client take such proceedings (in the sole name of the Client or jointly with Peri Peri) as Peri Peri shall reasonably direct, holding all sums recovered, together with any monies received by the Client under its policy of insurance, on trust for Peri Peri and paying or applying the same as Peri Peri directs and as herein provided. If any of the Hire Equipment is declared a total loss Peri Peri shall, unless otherwise agreed by the Client, apply any proceeds of insurance received by it towards a replacement of equivalent value which replacement shall be deemed to be included in the Agreement for all purposes and the Client shall continue to pay the Event Charges as if such loss had not taken place.
14 MISCELLANEOUS
14.1 Entire Agreement. The Agreement constitutes the entire agreement between Peri Peri and the Client relating to the provision of Event Management Services, Venue Hire Services and/or the hire of the Hire Equipment and shall supersede all prior agreements and understandings (whether oral or in writing) between the Client and Peri Peri with respect to provision of Event Management Services, Venue Hire Services and/or the hire of the Hire Equipment. Any modification or variation to the terms of the Agreement shall only be valid if it is made in writing and signed by the Client and Peri Peri or their duly or condition in which the Hire Equipment is to be returned.
14.2 Notices. All notices to be given under the Agreement shall be in writing and, in the case of Peri Peri, shall be addressed to its registered office and, in the case of the Client, be addressed to the address specified on the Proposal or such other addresses as either Party may notify the other pursuant to this provision.
14.3 Assignment. The Client shall not be entitled to assign any of its rights and/or obligations under the Agreement without the prior written consent of Peri Peri. Peri Peri may assign or sub-contract any of its rights and/or obligations under the Agreement without the consent of the Client.
14.4 Unforeseen Circumstances/Force Majeure. If Peri Peri is prevented, hindered or delayed in or from performing its obligations under this Agreement by reason of a Force Majeure Event, Peri Peri shall inform the Client as soon as reasonably practicable. Peri Peri shall not be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations by reason of a Force Majeure Event. In such circumstances Peri Peri shall be entitled to reasonable extension of time for the performance of such obligations. Peri Peri shall use reasonable endeavours to mitigate any delay and make alternative arrangements with the intent that the Event can still proceed. Any failure or delay arising out of a Force Majeure Event shall not constitute a breach of the Agreement, provided however that if such delay continues for a period in excess of 14 days, the Client shall be entitled to terminate the Agreement forthwith by written notice to Peri Peri. In such circumstances, the cancellation provisions at Clause 12.2 shall apply.
14.5 Waivers. No delay or failure by Peri Peri in exercising or enforcing any of its rights or remedies under the Agreement will prejudice or restrict its rights, nor will any waiver of rights operate as a waiver of subsequent rights.
14.6 Survival of Clauses. In the event that any Clause in these Conditions is held to be invalid by any court having jurisdiction over the Agreement, that Clause may be deleted from these Conditions and the remaining Clauses shall continue to be, to the extent that they are unaffected by the deletion, valid and binding on the Parties hereto.
14.7 Non-Solicitation. The Client shall not and, where applicable, shall procure that the Client’s employees shall not, without the Peri Peri’s prior written consent, during the Event and for a period of two years thereafter directly or indirectly employ any person who is employed by the Peri Peri at any time during the Event and with whom the Client has had direct contact in the course of the Event. The Client shall fully indemnify the Peri Peri against any breach of this provision by the Client or by the Client’s employees.
14.8 Electronic Mail. For the purposes of these Conditions references to ‘written’ or ‘in writing’ shall include electronic mail.
15 GOVERNING LAW AND JURISDICTION
The provisions of these Conditions shall be governed by and construed according to the law of England and Wales and the English courts shall exclusive jurisdiction concerning any dispute.