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"CC" |
Capital Conferences Limited acting as agent/facilitator (www.capitalconferences.co.uk). |
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"Commission" |
the sum of money received by CC from the Venue Provider in return for the introduction of its Customer's business. |
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"Confidential Information" |
all information (written, documentary, oral or stored in electronic form) relating to the Recommended Venues that the Customer has obtained or received prior to the date of this Contract or shall obtain or receive after the date of this Contract as a consequence of or in connection with the Customer's arrangements with CC in using any such information, including (without limitation) sourcing, pricing and/or booking any Recommended Venues and the existence and terms of this Contract. |
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"Contract" |
these Terms of Engagement and the letter email or other document or documents from CC to the Customer containing the details of this agreement. |
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"Customer" |
the corporation or person for whom CC has agreed to provide a list of Recommended Venues. |
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"Enquiry Form" |
the form used by the Customer to inform CC of its requirements of Recommended Venues. |
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"Media" |
any document/communication that passes between the Customer and CC. |
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"Recommended Venue" |
any venue recommended by CC to the Customer, after receipt of the requirements of the Customer through the Enquiry Form, via e-mail facsimile or telephone. |
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"Venue Provider" |
the provider of the Recommended Venue or any other venue. |
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1.2 |
Headings in this Contract are for convenience only and shall not affect the interpretation of it. |
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1.3 |
This Contract shall have effect in substitution for and to the exclusion of any conditions of the Customer. |
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2. Recital |
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| CC has agreed to provide its services by providing a list of Recommended Venues for the Customer on the terms contained within this Contract and from the information provided via the CC website and/or other CC media. The Recommended Venues shall include a portfolio provided by CC with corresponding potential dates for venues. |
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3. Responsibilities of the Customer |
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In consideration of CC receiving an Enquiry Form from the Customer and disclosing to the Customer certain Confidential Information, the Customer warrants with CC that:- |
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3.1 |
the Customer shall confirm the booking (for any day(s)) of any Recommended Venue through CC and shall not contact any Venue Provider directly or indirectly (via another agent/facilitator) without first disclosing this to CC and if the Customer has, at the time of accepting this Contract already contacted any venues the Customer must disclose the names of these venues forthwith; and |
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3.2 |
the Customer will not book (for any day(s)) any Recommended Venues directly with the Venue Provider or via another agent/facilitator within 12 months of receiving details of any Recommended Venues from CC; and |
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3.3 |
the Customer undertakes:
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to keep all Confidential Information confidential and not to disclose the Confidential Information to any third party without the prior written consent of CC;
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not to use the Confidential Information except as strictly necessary for the Customer's purpose;
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not to make copies of the Confidential Information, not to copy or store the Confidential Information electronically or otherwise and not to transmit outside of its usual place of business any Confidential Information which may be stored electronically or otherwise.
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4. Liability |
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4.1 |
CC being a facilitator only shall not, except at the extent the same cannot be excluded by statute, be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any loss of profit or any indirect special or consequential loss damage costs expenses or other claims (whether caused by the negligence of CC its servants or agents or otherwise) which arise out of or in connection with the Contract. |
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4.2 |
CC shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of CC's obligations under the Contract if the delay or failure was due to any cause beyond CC's reasonable control, to include failure of e-mail or website. |
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5. Breach by the Customer |
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5.1 |
In the event of any breach of the Contract by the Customer, CC shall reserve the right to invoice the Customer for the full amount of the Commission which would have been principally payable by the Venue Provider when any Recommended Venue from CC is booked. Subject to this clause there shall be no liability upon the Customer in relation to the fees of CC. |
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6. General |
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6.1 |
The Contract constitutes the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing signed by the parties respectively. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law. |
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6.2 |
No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. |
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6.3 |
If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the provision in question shall not be affected. |
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6.4 |
The Contract shall be governed by English law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts and of High Wycombe County Court. |