In this Agreement the following words and phrases shall bear the following meanings:-
1.1 “Agreement” means the general terms and conditions contained herein and the event specific terms contained in the Booking Contract;
1.2 “Additional Services” means services other than the Facility agreed to be provided by CSL to the Client;
1.3 “Additional Charges” means the charges in addition to the Basic Charge for the provision of the Additional Services exclusive of VAT;
1.4 “Booking Contract” means the section of the Agreement setting out the details of the Event;
1.5 “Basic Charge” means the charge specified in the Booking Contract exclusive of VAT;
1.6 “the Client” means the person or CSL whose name and address appears as the Client in the Booking Contract;
1.7 “Daily Rate” means any charge per Delegate per day for the provision of the Facility exclusive of VAT given in the Booking Contract;
1.8 “Delegate” means an individual who attends or who is booked to attend the Event;
1.9 “the Event” means the conference, reception, banquet or any other provision of services intended to take place on the date or dates given in the Booking Contract of which the Client is the organiser;
1.10 “Facility” means the basic facility and/or services to be supplied details of which are given in the Booking Contract;
1.11 “the Guarantor” means the person (if any) whose name and address appears as the Guarantor in the Booking Contract;
1.12 “Total Charge” means the aggregate of the Basic Charge and the Additional Charges;
2 The Agreement
2.1 With effect from the later of (i) the date the Booking Contract has been signed by the Client [and the Guarantor (if any)], and (ii) the date on which the Client pays in full to CSL the deposit as specified
in clause 2.1 of the Booking Contract, a contract for the provision by CSL of the Facility and (if any) of the Additional Services shall come into force subject to the terms contained in this Agreement.
3.1 Save as otherwise expressly provided in this Agreement no variation to this Agreement or the Booking Contract shall be binding unless agreed in writing between CSL and the Client by their duly
3.2 CSL will not unreasonably refuse to accept a written request from the Client to increase the number of Delegates specified in the Booking Contract subject always to :-
(a) the availability of accommodation and staff;
(b) such request being made not later than 14 days prior to the date of the first day of the Event; and
(c) payment by the Client of an additional non-refundable deposit of 80% of the Daily Rate specified in the Booking Contract per additional Delegate.
3.3 Unless otherwise agreed in writing the Additional Charge for additional Delegates will be based on the Daily Rate specified in the Booking Contract.
3.4 The Client may give notice of a reduction in the number of Delegates in accordance with the provisions of Clause 7.5 and after receipt of such notice CSL shall be obliged to provide the Facility only in
respect of the reduced number of Delegates.
4.1 The Client shall have paid in full to CSL the deposit required in clause 2.1 of the Booking Contract in accordance with the timetable included in the Booking Contract.
5.1 CSL will submit a final invoice or 2 invoices to the Client and final invoice must be settled 14 days prior to the event commencing; as specified in the Booking Contract.
5.2 Individual delegate accounts will not be provided.
5.3 If any amount remains unpaid thirty days after the date of the final invoice, the Client will pay to CSL interest thereon at a rate determined in the Booking Contract compound per calendar month (or
part thereof) from the due date until the date of payment (irrespective of whether the date of
payment is before or after any judgement or award in respect of the same) without prejudice to another rights or remedies of CSL.
5.4 All payments shall be made by the Client in sterling and/or by transfer to such bank account as CSL may from time to time notify in writing to the Client.
5.5 Prices are subject to change without notice. CSL may alter any or all such prices to compensate for reasonable changes in the underlying cost of supplying such items.
6.1 Charges are quoted exclusive of Value Added Tax (“VAT”) or any other sales tax, which will be charged additionally, where applicable, at the current rate. In the event the Client claims VAT exemption
it is the Client’s responsibility to provide evidence or a declaration certifying the exemption.
7.1 Subject to Clause 8, CSL shall be entitled forthwith to terminate this Agreement by written notice to the Client if:-3
(a) CSL believes it is necessary to do so due to reasons outside CSL control;
(b) The Client fails to pay any amount due to CSL in accordance with the timetable set out in the Booking Contract;
(c) without prejudice to the preceding sub-clause the Client commits any breach of the provisions of this Agreement and in the case of a breach capable of remedy, fails to remedy the same within 30 days
after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
(d) an encumbrance takes possession of or a receiver is appointed over any of the property or assets of the Client;
(e) the Client becomes insolvent or makes any arrangement with its creditors or becomes subject to an administration order;
(f) the Client goes into liquidation (except for the purposes of amalgamation or reconstruction and
in such manner that CSL resulting there from effectively agrees to be bound by or assume the obligations imposed on the Client under this Agreement);
(g) anything analogous to the foregoing under the law of any jurisdiction occurs in the relation to the Client; or
(h) the Client ceases, or threatens to cease, to carry on business.
7.2 For the purpose of clause 7.1(c) a breach shall be considered capable of remedy if the Client can comply with the provision in question in all respects other
than as to time of performance (provided that time of performance is not of the essence).
7.3 Any waiver by CSL of any provisions of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision hereof.
7.4 The rights to terminate this Agreement given by this clause 7 shall be without prejudice to any other right or remedy of CSL in respect of the breach concerned or (if any) any other breach.
7.5 Subject to clause 8 and the provisions of the Booking Contract, the Client may terminate this Agreement or reduce the number of Delegates and/or catering elements by giving written notice to CSL:
3+ months notice – Client will incur charge of 25% of total contract value
2 months notice – Client will incur charge of 50% of total contract value
1 months notice – Client will incur charge of 100% of total contract value
7 Consequences of Complete or Partial Termination
8.1 Once this Agreement has entered into force in accordance with clause 2.1 of this Agreement for Events and Other Services, the Client is liable to pay CSL the amounts set out in the Booking Contract by
the due dates set out therein.
8.3 The charges in the final invoice will be the Basic Charge and the Additional Charges as set out in the Booking Contract.
8.4 In the event of cancellation of this booking by the Client the Client will immediately be liable to pay to CSL the sum outlined in the Booking Contract.
8.5 CSL accepts no responsibility for any loss suffered by the Client or any Delegate as a result of termination of this Agreement pursuant to Clause 7.1 and the Client agrees to indemnify CSL against any
claim made by any prospective Delegate against CSL attributable to such termination.
8.6 Subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination neither party shall have further obligations to the other under this Agreement following
8 Clients’ Responsibilities
9.1 The Client undertakes with CSL:-
(a) if requested by CSL, to provide satisfactory references in respect of the Client [and (if
any) the Guarantor];
(b) to ensure that a representative of the Client is present at the premises at which the Event is taking place throughout the Event and that mobile telephone contacts details are made available for the
period of the Event;
(c) to be responsible for the good behaviour of Delegates;
(d) to fully compensate CSL for any damage done to the premises, furniture or other property of CSL, or any other person, by the Client or any Delegate and to indemnify CSL (i) against any claims or costs
in respect thereof and (ii) against any losses, damages, costs and expenses incurred by CSL in
connection with any claim brought against CSL by a third party in connection with the acts or omissions of Delegates;
(e) to provide CSL with:-
(i) at least fourteen days prior to the date (or first day) of the Event, a typed or printed list of all the names of all Delegates in alphabetical order which shows any special accommodation or dietary
requirements, requests for adjacent rooms, arrival and departure dates and any other information CSL needs to be aware of or requests from the Client to provide an effective service to the Client;
(ii) no later than fourteen days prior to the date (or first day) of the Event, a separate written notification of the number of Delegates requiring meals including the number of Delegates requiring a special
diet. It shall be the Client’s responsibility to make any special dietary arrangements if CSL not notified by this time; and
(iii) the final number of Delegates requiring meals (including special diet) must be notified to CSL not less than seven working days prior to any catering service for the Event.
(iv) no later than fourteen days prior to the date (or first day) of the Event, to provide to CSL final drafts of programmes of the Event in good time to permit amendments to be suggested. The Client will
only quote meal commencement times, as agreed between the Client and CSL, in the programmes of the Event. Unless specific arrangements are made to the contrary, Delegates will attend meals within
fifteen minutes of the agreed commencement time
(f) to acknowledge that should any of the information supplied in clauses 9 (e) (i) to (iv) above conflict with details contained in the Booking Contract, CSL will endeavour to meet the revised requirement,
but shall be under no obligation to do so. If revised requirements are met the Client will pay Additional Charges for those services accordingly;
(g) not to undertake any activity that may be liable to bring CSL into disrepute;
(h) not to and procure that the Delegates do not affix anything to, attach or otherwise decorate any part or the whole of the facilities supplied or made available by CSL without prior written approval of
(i) to comply with licensing, statutory health and safety requirements and other laws and regulations applicable to the Client and/or the Event;
(j) to and to procure that the Delegates follow all instructions provided CSL with respect to security, health and safety regulations and otherwise;
(k) to and to procure that the Delegates treat the facilities and CSL’s premises with care and respect for the privacy of its resident staff and shall not interfere with or gain access to or attempt to gain
access to those parts of CSL’s premises for which public use or access are indicated to be unauthorised;
(l) not to and to procure that the Delegates do not behave in a manner which puts others (Delegates or any other person) at risk or causes nuisance or annoyance;
(m) not to publish any promotional material in connection with the Event by any medium whatsoever without the prior written consent of CSL;
(n) to, immediately after any performance or function at which music has been performed or songs sung, complete, sign and return to the Performing Rights Society, a Performing Rights Society Limited
form obtainable from CSL;
(o) to comply with all the provisions of the Copyright Designs and Patents Act 1988. If the Client shall fail to do so any permission previously granted by CSL shall be immediately cancelled, and CSL shall
have the right to recover fees, charges, or any other payments referred to in these regulations. The Client shall indemnify CSL from and against all actions, proceedings, costs, claims or demands
whatsoever, arising out of the performance of copyright works on the premises;
(p) not to allow gaming except in accordance with conditions of the Gambling Act 2005 for non-commercial gaming and betting (as defined in section 297), that is when when gambling is carried out at an
entertainment promoted for raising money to be applied for purposes other than private gain. The
Client shall be deemed to have knowledge of the contents thereof whether or not he has availed himself of the opportunity of inspection;
(q) not to give or permit any exhibition, demonstration or performance of hypnotism on any living person at or in connection with an entertainment to which the public are admitted, whether on payment
or otherwise, in the said premises;
(r) to strictly comply with the provisions of Section 12 of the Children and Young Persons Act 1933 as amended from time to time and with all other laws and regulations relating to children as applicable
to the Event.
(s) to comply with the terms of the Public Entertainment Licence held by CSL. The accommodation hired shall not be used for cinematography exhibitions (film shows), boxing or wrestling or for any other
purpose for which a statutory licence is required unless such licence has been obtained and CSL has given approval to the use in writing. If the licence is granted to the Client, the Client shall be responsible
for ensuring compliance with the terms of the licence, otherwise if the activity is taking place under a licence held by CSL, the Client shall be responsible to CSL for complying with the terms of the
(t) to obtain suitable insurance with a reputable insurance company providing an adequate level of cover in respect of all risks which may be incurred by the Client pursuant to this Agreement;
(u) at the end of the Event, to remove all property of the Client from the Facility and leave the Facility in a similar condition to which it was provided.
9.2 CSL reserves the right at any time to exclude from the Event and its premises any Delegate whose behaviour is, in the reasonable opinion of CSL, an unacceptable nuisance or annoyance to other
Delegates or to others on its premises. There will be no refund or reduction in the Total Charge for the Event.
9.3 The Client will adhere to further operational conditions as detailed in the Booking Contract.
9.4 The following provisions will apply unless alternative arrangements are made in writing between CSL and Client:
(i) Rooms will be allocated by CSL. No accommodation will be provided for persons under the age of eighteen except by prior written agreement.
(iI) All meals are provided at the premises BY CSL unless otherwise agreed. Most dietary requirements can be catered for but are not guaranteed and are not included as part of the contract with CSL.
Unless previously agreed in writing no food or drink other than that provided by CSL may be consumed on premises provided or made available by CSL. Prompt attendance at stated meal times is
required. CSL use a 3rd party catering company.
9 Limitation of Liability
10.1 The liability of CSL to the Client for any breach of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement, will not extend to any indirect damages or
losses, or to any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity,
whether direct or indirect, even if the Client has advised CSL of the possibility of those losses, or if they were within CSL’S contemplation.
10.2 Without limiting the generality of Clause 10.1, CIEM shall not accept liability in the following circumstances:-
(a) For loss of or damage to property or personal belongings, including money and vehicles, of the Client or any Delegate or any employee or agent of the Client and any goods/equipment hired in by the
Client and for any which they are responsible. The Client will indemnify CSL against all 7 claims brought against CSL by a Delegate or other third party in connection with any such loss or damage. The
Client should consider making insurance arrangements in this regard. Similarly, the Client should consider insurance cover against cancellation of the Event or to meet the costs of a shortfall in the number
of Delegates attending. Delegates and the Client are recommended to make their own insurance arrangements. The Client should have adequate Employer and Public Liability insurance, the latter with a
minimum limit of £5 million and including an indemnity to principals clause;
(b) If the failure or improper performance of this Agreement is wholly or partially attributable to the fault of the Client or the fault of any Delegate;
(c) If the failure or improper performance of this Agreement is the fault of someone else not connected with the provision of the Facilities (d) If the failure or improper performance of this Agreement is wholly or partially attributable to any unusual or unforeseeable circumstances beyond CSL’S control, the consequences of which could not have been avoided even if all due care had
been exercised; or(e) If the failure or improper performance of this Agreement is wholly or partially attributable to any event which CSL or the supplier of any service even with all due care, could not
foresee or forestall.
10.3 The aggregate liability of CSL for all and any breach of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement, will not exceed in total the amount due
from the Client to CSL under this Agreement.
10.4 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury, any fraud, or for any sort of liability that, by law, cannot be limited or excluded.
10.5 Where CSL makes any payment to the Client arising from this Agreement, the Client must assign to CSL or its insurers any rights it may have to pursue any other third party. The Client must also
provide CSL and its insurers with all assistance required.
10 Freedom of Speech
11.1 The Client, as organiser of a seminar, conference, meeting or other assembly, is required to undertake to secure that the principles embodied in the CSL’S Code of Practice on Freedom of Speech.
11 Media Facility Fees
12.1 Charges under this Agreement do not include facility fees for press, TV, Film, radio and other media organisations, which are chargeable in addition on all such activities. Advance permission is
required, and the charges are negotiated between CSL and the Client, in each case.
12 Force Majeure
13.1 CSL will not be deemed to be in breach of this Agreement or otherwise be liable to the Client for non-performance or delay in performance of any obligation under this Agreement arising out of
circumstances beyond its control of which it has notified the Client.
14.1 If the Client (unless relieved from the performance by any clause of this Agreement or by statute or by the decision of a court of competent jurisdiction) shall in any respect fail to observe and
perform this Agreement or commit any breach of its obligations hereunder then the Guarantor will indemnify CSL and its successors in title and assigns against all losses damages costs and expenses which
may be incurred by CSL by reason of any default on the part of the Client in performing the obligations and undertakings contained in this Agreement.
14.2 The Guarantor shall not be discharged or released from this guarantee by any arrangement made between the Client and CSL without the assent of the Guarantor or by any alteration in the
obligations undertaken by the Client or by any forbearance whether as to payments, time, performance or otherwise.
15.1 This Agreement is personal to the Client who may not assign or dispose of any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder.
15.2 CSL shall be entitled to assign the benefit and/or burden of this Agreement to any subsidiary or associated CSL without requiring any consent of the Client.
15 Notices and Service
16.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by first class pre-paid post, telex, cable, facsimile
transmission or comparable means of communication) to the other party at the address referred to in Clause 16.4.
16.2 Any notice or other information given by post which is not returned to the sender as undelivered shall be deemed to have been given on the third day after the envelope containing the same was so
posted; and proof that the envelope containing any such notice or information was properly addressed prepared and posted and that it has not been so returned to the sender shall be sufficient evidence
that such notice or information has been duly given.
16.3 Any notice or other information sent by telex cable facsimile transmission or comparable means of communication shall be deemed to have been duly sent to the date of transmission provided that a
confirming copy thereof is sent by first class pre-paid post to the other party at the address referred to in Clause 16.4 within 24 hours after transmission.
16.4 Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the address given in the Booking Contract or to such other
address as may from time to time be notified in writing by the party concerned.
16 IT and Network
The Client undertakes to indemnify CSL from and against any and all losses which CSL may suffer, and which are the result of the use of CSL’S IT and network facilities by persons who gain access to those
facilities through services provided by CSL.
17 Law and Jurisdiction
18.1 This Agreement will be subject to English Law and to the exclusive jurisdiction of the English Courts.
18 Third Party Rights
19.1 Except as stated in Clause 22, the Contracts (Rights of Third Parties) Act 1999 is excluded from applying to this Agreement and nothing in this Agreement confers or purports to confer on any third
party any benefit or any right to enforce any terms of this Agreement.
20.1 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between CSL and the Client.
20.2 Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
20.3 The headings in this Agreement are for convenience only and shall not affect its interpretation.
21.1 This Agreement may be executed in two or more counterparts, each of which will constitute an original but which, when taken together, will constitute one agreement.
The Client undertakes with CSL:-
(a) not to make use of the name, logos, crest, coat of arms or insignia of CSL
(b) not to make use of the name, logos, crest, coat of arms or insignia CSL except where the express written consent has been given by CSL;
(c) not to hold itself out as part of or an emanation of either CSL, or as the agent or representative of either CSL;
(d) to procure that all electronic and eye-readable materials connected with or referring to the Client’s event in CSL’S premises (including material on the web) carry the following legend, with the same
typeface as the bulk of the surrounding material:
“The Client/Name of Organisation” is an organisation which contracts with [CSL] for the use of facilities, but which has no formal connection with CSL
The parties to this Agreement intend that the CSL will be able to enforce this clause as if the CSL were a party to it, pursuant to the Contracts (Rights of Third Parties) Act 1999. This clause may not be
amended without the prior written consent of CSL. CSL does not store any personal information, except where you voluntarily choose to give it to us. Any personal information you give us is used
exclusively by CSL for the purpose of providing you with the information you have requested. We do not pass any of your personal data to outside organisations and/or individuals except with your