Venue Hire Terms and Conditions

Policy Links:

• Lettings Policy 2025
• Venue Hire Agreement
• Child Protection & Safeguarding

BETWEEN:

(1)       Dudley Academies Trust whose registered address is Unit 2 Castle Court, Castlegate Way, Dudley, DY1 4RD (“the Company/ Venue”) registered in England under number 10897797. and

(2)       (“the Customer”) as confirmed using the Venue’s online booking system

WHEREAS:

(1)       The Company operates Dudley Academies Trust Innovation Exchange (the “Venue”) and makes the Venue and associated services available for hire by customers for private, non-commercial purposes.

(2)       The Customer wishes to hire the Venue and the Company’s services subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1.               Definitions and Interpretation

1.1            In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Booking”

means the complete arrangement of the hire of the Venue including, but not limited to, the dates for the Hire Term, the Hire Fees, and the date(s) when they are payable, the specification of the Event, and the Customer’s requirements. The Booking is attached hereto as Schedule 1;

“Catering Service”

means the catering service operated by or nominated by the Company which shall be available to provide food and drinks at the Venue and the Event;

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (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);

“Data Protection Legislation”

means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Deposit”

means the sum payable by the Customer under Clause 4 of this Agreement;

“Event”

means the event or function which the Customer wishes to host at the Venue as described in Schedule 2;

“Hire Fees”

means the sums payable by the Customer for the hire of the Venue as determined under Clause 5 and Schedule 3 of this Agreement;

“Hired Personnel”

means any of the Company’s employees that are provided to the Customer for the purposes of setting up, managing or otherwise assisting with the Event in accordance with Clause 22 of this Agreement;

“Hire Term”

means the total duration of the Venue hire as defined in Clause 3 of this Agreement; and

“Personnel Fees”

means the fees payable by the Customer for any Hired Personnel as set out in Schedule 3 of this Agreement.

Client Declarations:

I confirm as the hirer of the facilities that:

• where bookings that have use for under 18’s are made, in line with the Trust’s safeguarding requirements, all supervising adults have DBS checks carried out. Please provide evidence of these checks when placing the booking. Photocopies will not be accepted.appropriate policies and procedures are in place to ensure the safeguarding and protection of children. (Please provide copies of relevant details).
• Organisations & Groups only - Public liability insurance in the name of the Organisation/Group to cover these activities is currently in place. (Please provide a copy of the schedule of insurance cover) Please note: Individual hirers are not required to provide their own public liability insurance)
• arrangements are in place regarding First Aid and that users of the facility will be made aware of fire and emergency evacuation procedures.
• any electrical equipment used in the facilities complies with the regulations on portable equipment.
• I have declared any other relevant information to the school in advance of confirming the booking.
• payments due will be made in advance of the booking start date. Late payment will result in the booking being cancelled.
• I am over 18 years of age and that the information provided on this form is accurate.
• I agree to the hire details specified above and I agree to the booking terms and conditions of hire as set out in the Trust lettings policy and visiting speaker policy, as available on the Trust Website.

1.2            Unless the context otherwise requires, each reference in this Agreement to:

1.2.1      “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;

1.2.2      a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3      “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.2.4      a Schedule is a schedule to this Agreement; and

1.2.5      a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.2.6      a "Party" or the "Parties" refer to the parties to this Agreement.

1.3            The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4            Words imparting the singular number shall include the plural and vice versa.

1.5            References to any gender shall include any other gender.

1.6            References to persons shall include corporations.

2.               Booking

2.7            The Customer shall provide full details of the Event in the Booking information.  Details required shall include the theme, the purpose, the number of guests to be invited, entertainment to be provided, technical requirements and catering requirements.

2.8            At the time of making a Booking or as soon as possible thereafter (and in any event not less than 10 working days prior to the start of the Hire Term) the Customer shall supply to the Company a copy of the guest list for the Event. 

2.9            When making the Booking the Customer shall provide the date and duration of the Event, detailed in this Agreement at Schedule 2.

2.10        Upon completion of the Booking and receipt by the Company of the Deposit the Venue shall be reserved for the Customer for the agreed Hire Term subject to the terms and conditions of this Agreement.

3.               Hire Term

3.11        The Hire Term shall commence as per the confirmed booking details accepted via the online booking system.

3.12        In the event that the Customer wishes to extend the Hire Term after the commencement of this Agreement, the Company shall endeavour to accommodate such requests but neither warrants nor represents that such extensions will be possible in every case.

3.13        The Hire Term shall have been agreed at least 10 working days in advance of the Event at the time of Booking and may only be subsequently varied in writing and in any event not less than 7 working days prior to the start of the Hire Term.

4.               Deposit

4.14        The Customer shall pay the Deposit to the Company upon the signing of this Agreement or accepting the online booking in order to confirm the Booking. The Deposit shall constitute 50% of the total Hire Fees. The Booking shall not be deemed confirmed until the Deposit is paid in full.

4.15        Subject to the cancellation provisions of Clause 6, and sub-Clauses 29.2 and 30.5, the Deposit shall be non-refundable.

5.               Fees and Payment

5.16        The Customer shall pay the Hire Fees to the Company in accordance with this Clause 5 and Schedule 3 as consideration for the hire of the Venue and associated services provided by the Company.

5.17        Hired Personnel provided in accordance with Clause 22 shall attract Personnel Fees which shall be calculated on an hourly basis at the rate(s) set out in Schedule 3.

5.18        All payments required to be made pursuant to this Agreement by either Party shall be made, by credit card, debit card or BACS, in cleared funds to such bank as the other Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

5.19        Where any payment pursuant to this Agreement is required to be made on a day which is not a Business Day, it may be made on the next following Business Day.

5.20        If either Party fails to pay on the due date any amount which is payable to the other pursuant to this Agreement then, without prejudice to and notwithstanding sub-Clause 30.3.1, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at the rate of 8% per annum over the Bank of England base rate from time to time in force.

6.               Cancellation of Booking

6.21        Subject to the provisions of Clause 30 the following shall apply to the cancellation of the booking by the Customer:

6.21.7   If the Customer cancels the Booking more than 10 working days ahead of the start of the Hire Term the Company shall issue a full refund of all sums paid, including the Deposit.

6.21.8   If the Customer cancels the Booking less than 10 working days but more than 7 working days ahead of the start of the Hire Term the Company shall issue a refund of all sums paid, excluding the Deposit.

6.21.9   If the Customer cancels the Booking less than 7 working days ahead of the start of the Hire Term the Company shall retain all sums paid and any outstanding Hire Fees shall become immediately due and payable. No refund shall be issued.

6.21.10 If the Customer does not cancel the Booking but fails to attend at the time of the Hire Term the Company shall retain all sums paid and shall charge the Customer an additional non-attendance penalty as detailed in Schedule 3.

6.22        Subject to the provisions of Clause 30 the Company may cancel the Booking at any time prior to the start of the Hire Term and shall refund all sums paid, including the Deposit.

6.23        Where a refund is due under this Agreement it shall be paid by bank  transfer within 7 Business Days of the event triggering such refund.

7.               Technical Facilities

7.24        The Company shall provide the following facilities as standard at no additional cost to the Customer:

7.24.11 Guest Wireless Internet Access

7.24.12 PA system

7.24.13 Interactive Screens for presentations

7.24.14 Teams Rooms equipment for live streaming

7.25        The following items are also to be provided at additional cost, such cost to be reflected in the Hire Fees:

7.25.15 VR Headsets

7.25.16 Staging

7.25.17 Laptops

7.25.18 Catering Services

7.26        Technical facilities required by the Customer shall be specified at the time of Booking or as soon as possible thereafter. The Company is unable to guarantee the availability of such facilities if booked or requested less than 7 working days prior to the start of the Hire Term.

8.               Utilities

8.27        Unless expressly stated otherwise, the use of all utilities including gas, electricity and water shall be included in the Hire Fees. No additional charges shall be levied.

8.28        If, in the Company’s reasonable judgement, the Customer is likely to use an abnormally high amount of gas, electricity during the Hire Term it shall have the option of metering the Customer’s use of the relevant utilities and charging a separate fee therefor. The Customer shall be informed of any such decision not more than 7 days after the date of this Agreement.

9.               Use of the Venue

9.29        If any additional equipment such as staging, stands, lighting, scaffolding or similar is supplied and used by the Customer for the Event, such equipment may only be used in such a way which does not require any destructive fixing to the structure of the Venue. No fixings requiring glue, nails, tacks, screws or similar are permitted.

9.30        The Customer shall bear the costs of making good any damage to the Venue caused as a result of the Event including, but not limited to, any damage done as a result of a breach of sub-Clause 9.1.

9.31        The Customer may not, at any time, have gas cylinders in the Venue or any other containers of substances which are noxious, corrosive, toxic, explosive or hazardous without the prior written permission of the Company, such permission to be sought at least 10 working days prior to the start of the Hire Term.

9.4       The Customer may not, at any time, allow live animals into the Venue without the prior written permission of the Company, such permission to be sought at least 10 working days prior to the start of the Hire Term. However, guide dogs for the blind shall be permitted at all times and no such prior written permission is required for them.

9.5       Except where it is permitted under the provisions of the Hypnotism Act 1952 the Customer shall not permit any hypnosis to take place during the Event.

9.6       The Customer may not at any time use candles or other lighted flames inside the Venue without the prior written permission of the Company.

9.7       The Customer may not effect or allow any sale of goods to take place during the Event without the prior written permission of the Company.

10.            Advertising and Promotion

10.32     The Customer shall be responsible for advertising and promoting the Event.  Any and all advertising materials must be checked and approved by the Company prior to their release to the general public, such approval not to be unreasonably withheld.

10.33     All advertising materials must be submitted to the Company for approval at least 7 working days prior to the start of the Hire Term.

11.            Health and Safety

11.34     Any and all electrical equipment to be used by the Customer during the Event must be fully PAT Tested. All such equipment must bear the appropriate labels and be accompanied by the appropriate certificates as proof of such testing and compliance.

11.35     The Company shall have the right to inspect electrical equipment at any time during the Hire Term for compliance with sub-Clause 11.1 and shall have the right to remove, or request the removal of, any equipment not in compliance with that provision from the Venue.

11.36     The Venue has a total of <<insert number>> electrical sockets. A maximum of <<insert number>> of those sockets may be used simultaneously at any given time. The use of multi-socket adapter plugs or extension blocks is not permitted.

11.37     The Customer shall be made aware of all fire exits and fire equipment prior to the start of the Hire Term. All fire exits and access thereto must remain completely unobstructed. All signs for fire exits and equipment must remain as prominent and visible as they are when the Venue is unoccupied. Fire equipment must not be moved from its present location unless being used for its intended purpose.

11.38     A maximum of 70 guests and 10 staff shall be permitted in the Venue at any given time across both rooms. The Company shall have the right to inspect the Venue at any time during the Hire Term and shall request the removal of any number of persons in excess of the numbers stated above.

12.            Access to the Venue

12.39     The Customer shall be provided with a plan of the Venue showing access points. The loading and unloading point is located in the building car park.

12.40     Access for loading and unloading is permitted between the booked times only. Access outside of these hours shall be by prior arrangement only and at the Company’s sole discretion.

12.41     Parking facilities are available for guests around the Millennium Point building and subject to separate payment as displayed.

13.            Stewarding

13.42     The Customer shall provide an adequate number of stewards for the Event.  The stewards shall be responsible for overseeing the general hiring arrangements.

13.43     Stewards shall be responsible for overseeing emergency procedures including, but not limited to, evacuation of the Venue in case of fire. All stewards must be free of any additional duties at all times.

13.44     Stewards must be suitably qualified, over the age of 18 and must be on duty at any time that there are members of the general public in the Venue during the Term of Hire.

13.45     All stewards must be easily identifiable as such.

14.            Disability Provision

14.46     Wheelchair access is provided as standard at the Venue subject to access arrangements in the surrounding building.

14.47     For fire safety reasons wheelchair users may only account for a maximum of 10% of the Venue’s guest capacity. If a greater number of wheelchair users will be attending the Event the Customer must submit a written request for increased capacity to the Company. The Company shall use all reasonable endeavours to satisfy such a request.

14.48     The Venue is not fitted with an induction loop for hearing aid users.

15.            Good Order and Nuisance

15.49     The Customer shall be required to keep all guests under a reasonable level of control. This obligation shall extend to noise levels, general behaviour and sobriety. This obligation shall also apply to the Customer’s staff, performers, exhibitors, Hired Personnel and any other individuals that are in attendance for the purposes of the Event and not under the control of the Company.

15.50     Noise must be kept to a reasonable level at all times. The Customer must ensure that no noise escapes the Venue.

15.51     Amplified music used for the Event must not exceed 60db at any time.

16.            Recording and Broadcasting

16.52     No recording of sound or video shall be permitted for commercial reasons during the Event (including the Customer’s own promotional purposes) without the prior written consent of the Company, such consent not to be unreasonably withheld.

16.53     No broadcasting of any kind may take place during the Event without the prior written consent of the Company, such consent not to be unreasonably withheld. This includes, but is not limited to, radio broadcasting, television broadcasting by any means and internet streaming. Textual updates including blogging are not prohibited.

17.            Press

17.54     If the Customer intends to invite members of the press or media for the purposes of reporting on the Event or otherwise covering it in the normal course of their duties, the Customer shall submit a written request to the Company at least 10 working days prior to the start of the Hire Term for approval, such approval not to be unreasonably withheld.

17.55     In the event that members of the press or media gain unauthorised entry to the Event the Customer shall not be held responsible however it may be required to prove that such entry was unauthorised and unknown.

18.            Films

18.56     The Customer may show films during the Event provided any such shows are given in accordance with the provisions of the Cinemas Act 1985. Under that Act, the Customer must provide at least 7 days written notice to the Company of its intention to show a film.

18.57     Where a projector is to be used for showing the film a clear area of at least 1 metre must be left around the projector. Only authorised personnel shall be permitted within that perimeter during the opening hours of the Event.

19.            Music

19.58     The Venue holds a PRS for Music licence that permits the public performance of copyrighted music within its premises. This licence covers background music and live or recorded music played during Events, subject to compliance with PRS regulations.

19.59     If the Customer intends to include live or recorded music as part of their Event, they must notify the Venue in advance and provide full details of the intended performance, including the nature of the music, whether it is live or recorded, and the approximate duration. The Customer must also ensure that all music performed complies with copyright laws and does not breach the terms of the Venue’s PRS licence.

19.60     The Venue holds a PPL (Phonographic Performance Limited) licence which permits the playing of recorded music to the public, including during events held on the premises. This covers the use of commercial recordings via DJ, background playlists, or other means where sound recordings are played audibly to attendees.

19.61     If the Customer intends to play recorded music during their Event, they must inform the Venue in advance and confirm that the use falls within the scope of the Venue’s PPL licence. This includes background music, DJ sets, and any music played through sound systems or other devices.

19.62     The Venue reserves the right to restrict or prohibit the playing of music if the necessary licensing obligations are not met.

20.            Catering

20.63     The Customer shall use the Catering Service arranged by the Venue.

20.64     If the Customer chooses to use the Catering Service it shall be invoiced separately for all catering services rendered. The cost of catering will not form part of the Hire Fees as set out in Clause 5.

20.65     With prior agreement, If the Customer chooses to use a third party catering service the Company shall have the right to inspect any food brought to the Venue. Further to this right the Company may audit the caterer for food safety and hygiene. Any such inspections and audits shall be carried out at the exclusive discretion of the Company.

21.            Licensing and Alcohol

21.66     The Company does not providea licensed bar and associated staff at the Venue. No alcohol is permitted in the venue.

22.            Hired Personnel

22.67     The Company employs staff at the Venue which can be made available for the use of the Customer. The skills and training of such staff shall have been outlined to the Customer at the time of Booking.

22.68     If the Customer wishes to use the services of the Hired Personnel they shall select the individuals they require no later than 10 working days prior to the start of the Hire Term. The Hired Personnel shall be made available at the start of the Hire Term and shall remain on hand for the duration of the Hire Term unless otherwise agreed.

22.69     Personnel Fees shall be charged in accordance with sub-Clause 5.2 for all Hired Personnel. Each individual member of the Hired Personnel shall submit a time sheet detailing the total number of hours worked. The Customer shall sign the time sheet as verification of those hours. Any disputes as to hours worked shall be referred to the Company.

22.70     During the Hire Term all Hired Personnel shall, for all intents and purposes, be servants of the Customer. The Customer shall be responsible for the Hired Personnel during the Hire Term or the relevant part thereof if the Hired Personnel are not required for the entire Hire Term. Nothing in this Agreement, however, shall create the relationship of employer and employee between the Customer and the Hired Personnel. The Company’s responsibilities as an employer of the Hired Personnel shall be unaffected by this Agreement.

23.            Removal following Event

Unless otherwise agreed the Customer shall be required to vacate the Venue by the agreed end time on the final day of the Hire Term subject to the following.

24.            Insurance

24.71     The Company has in place insurance cover for the Venue and all other property of the Company which is in the Venue either permanently or only for the duration of the Hire Term.

24.72     The Customer shall be responsible for securing adequate insurance cover for any additional items that they bring to the Venue. The Company’s insurance shall not cover the Customer’s property nor that of any third parties.

24.73     The Customer shall be required to take out a public liability insurance policy with a minimum indemnity of £5m which shall cover the Customer, the Company and any contractors used by the Customer with regard to claims, proceedings, costs, charges and expenses associated with damage to or loss of property or injury to any person which may occur while the Customer, its employees, contractors or guests are present at the Venue during the Hire Term.

24.74     The Customer shall produce evidence to the Company of any and all insurance required under this Clause 24 on demand.

25.            Liability, Indemnity and Scope of Obligations

25.75     The Company will not be liable to the Customer for any damage to or loss of property of the Customer or any of the Customer’s invitees, employees or contractors which occurs at the Venue during the Hire Term whether or not due to any negligent or accidental act or omission of the Company or any Hired Personnel [save and except that the Company will be liable to the Customer for damage to or loss of such property caused by any defect in or lack of maintenance of any equipment or structure which either forms part of the Venue or is provided by the Company to the Customer for the Event].

25.76     The Customer shall be fully responsible for the negligent or other acts or omissions of the Hired Personnel at the Venue during the Hire Term (or the relevant part thereof) and shall fully indemnify the Company in respect of all claims howsoever arising for any damage to or loss of property or personal injury sustained by the Customer or any of its invitees at the Venue attributable to any such acts or omissions.

25.3     The Company shall not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the terms of this Agreement, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) in connection with the performance of its obligations arising under this Agreement or with hire or use of the Venue or use of the Catering Service or the Hired Personnel by the Customer under this Agreement.

25.4     Notwithstanding any of the foregoing provisions of this Clause 25 or any other provisions of this Agreement, nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

(a)        death or personal injury caused by negligence; and

(b)        fraud or fraudulent misrepresentation.

25.5     If there is any preparatory step(s) reasonably necessary for the Company to take after the date of this Agreement but before the commencement of the Hire Term in order for the Company to provide the hire of the Venue, the Catering Service and the Hire of Personnel fully and correctly on a timely basis for the Event to take place as and when scheduled, it shall be deemed to be an obligation of the Company under this Agreement to take each such step. For the avoidance of doubt, that obligation shall also be an obligation of the Company for the purpose of Clause 29.

26.            Data Protection

For complete details of the Company’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Customer’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Company’s Privacy Notice available from the venue website.

27.            Data Processing

27.77     In this Clause 27, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in the Data Protection Legislation.

27.2        The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 27 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.

27.3        For the purposes of the Data Protection Legislation and for this Clause 27, the Company is the “Data Processor” and the Customer is the “Data Controller”.

27.4        The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing are set out in Schedule 1.

27.5        The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.

27.6        The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:

27.6.19 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;

27.6.20 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in Schedule 4;

27.6.21 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;

27.6.22 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:

27.6.22.1                  The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

27.6.22.2                  Affected data subjects have enforceable rights and effective legal remedies;

27.6.22.3                  The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

27.6.22.4                  The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

27.6.23 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

27.6.24 Notify the Data Controller without undue delay of a personal data breach;

27.6.25 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

27.6.26 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 27 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

27.7        The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this Clause 27.

28.            Force Majeure

28.8        The Company shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause that is beyond its reasonable control (“Force Majeure”). Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event that is beyond the control of the Company.

28.9        In the event that as a result of Force Majeure the Company cannot perform its obligations under this Agreement for a continuous period either Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Company shall be entitled to retain from any sums previously received from the Customer or which may still be due from the Customer to the Company such costs, expenses and disbursements which the Company has incurred or for which it shall or may be liable to any third parties in connection with the hire of the Venue or the Event and such contribution to the Company’s overhead as shall be reasonable and shall return any balance to the Customer. The Company may, but shall not be obliged to, take such steps as it shall in its discretion consider reasonable to recover any such costs and expenses from the relevant third parties and shall, subject to deduction of costs incurred in connection therewith, reimburse any sums so recovered to the Customer.

28.10     The Company shall advise the Customer in writing as soon as possible if and when any such Force Majeure event occurs and at the same time provide an estimate to the Customer of how long the event is likely to continue and its likely impact on the performance of the Company’s obligations.

29.            Term and Termination

29.11     This Agreement shall come into force on the date it is made and shall continue from that date until the end of the Hire Term, subject to the provisions of this Clause 30.

29.12     In the event of cancellation under Clause 6, this Agreement shall immediately terminate.

29.13     Either Party may immediately terminate this Agreement by giving written notice to the other Party if:

29.13.27                 any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 30 Business Days of the due date for payment;

29.13.28                 the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

29.13.29                 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

29.13.30                 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

29.13.31                 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

29.13.32                 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

29.13.33                 that other Party ceases, or threatens to cease, to carry on business; or

29.13.34                 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 30, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

29.14     For the purposes of sub-Clause 30.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

29.15     Where it is the Customer which terminates this Agreement under sub-Clause 30.3, the Company shall refund to the Customer any Deposit or other amount(s) received by the Company from the Customer and the Customer shall not be liable for any other amount(s) payable under this Agreement.

29.16     The rights to terminate this Agreement given by this Clause 30 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

30.            Effects of Termination

Upon the termination of this Agreement for any reason:

30.17     any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;

30.18     all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain In full force and effect;

30.19     termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;

30.20     subject as provided in this Clause 31 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

30.21     each Party shall (except to the extent referred to in Clause 28 immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

31.            No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

32.            Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

33.            Costs

Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

34.            Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.

35.            Assignment and Sub-Contracting

35.22     This Agreement is personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

36.            Time

The Parties agree that the times and dates referred to in this Agreement are for guidance only and are not of the essence of this Agreement and may be varied by mutual agreement between the Parties.

37.            Relationship of the Parties

Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

38.            Third Party Rights

38.23     No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

38.24     Subject to this Clause 40 this Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

39.            Notices

39.25     All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

39.26     Notices shall be deemed to have been duly given:

39.26.35                 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

39.26.36                 when sent, if transmitted by e-mail and a successful return receipt is generated; or

41.2.3  on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

40.            Entire Agreement

40.27     This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

40.28     Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

41.            Counterparts

This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

42.            Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

43.            Dispute Resolution

43.29     The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

44.            Law and Jurisdiction

44.30     This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

44.31     Subject to the provisions of Clause 45, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

Booking

Details of the booking will be confirmed electronically using the venue’s online booking system

SCHEDULE 2 

Event

Details of the event will be confirmed electronically using the venue’s online booking system

SCHEDULE 3

Hire Fees

Details of the hire fees will be confirmed electronically using the venue’s online booking system

Personnel Fees

Details of the personnel fees will be confirmed electronically using the venue’s online booking system

SCHEDULE 4

1. Data Processing

Details of the data processing agreement will be confirmed electronically using the venue’s online booking system