1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement the following words or phrases shall, unless the context otherwise requires, have the following meanings: Agreement: the agreement between Senate and the Client which incorporates the Invoice and these Terms; Client: the person identified as such in the Invoice; Event: the Grand Prix / Formula 1 race or other event as specified in the Invoice; Extras Charges: additional charges incurred by Senate on behalf of the Client in connection with the Event but not covered by the Fee; Fee: the relevant fee identified in the Invoice and payable to Senate pursuant to condition 4; Hospitality Package: the provision of a high quality luxury corporate hospitality package for the Event compromising of collectively or separately as appropriate, one or more of the following as summarised in the Invoice and as specified in more detail in the Description in the Invoice including, as appropriate, accommodation, race viewing, transport and dining; Invoice: the invoice detailing the Hospitality Package to which these Terms are attached; Premises: those premises to which access is granted as part of the Hospitality Package; Senate: Senate Logistics Limited t/a Senate Grand Prix, a limited company registered in England and Wales (company number 11633803), registered office at 72 High Street, Steyning, West Sussex, United Kingdom, BN44 3RD and trading address Suite 3, Stratfords, Hobbs Business Park, New Chapel, Surrey, RH7 6HN; 1.2 The condition headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.
2. HOSPITALITY PACKAGE 2.1 In consideration of the payment to Senate of the Fee and the Extras Charges, Senate shall use best endeavours to provide the Hospitality Package. 2.2 The Client acknowledges that: (i) parts of the Hospitality Package are provided by one or more third parties for whom Senate is acting as agent and the Client’s use of or access to such parts of Hospitality Package shall be governed by the applicable third party terms and, while Senate has used reasonable endeavours to ensure that such third party terms are not substantially different to these Terms, responsibility rests with the Client to ensure it complies with such third party terms; (ii) because it has been tailored to the Client’s specific requirements, the Hospitality Package is non-transferrable and nonrefundable; and (iii) responsibility for the holding and organisation of the Event and the provision of the Hospitality Package rests with the third parties and save as provided in condition 6 Senate shall not be liable under this Agreement if the Event does not take place; (iv) until FIA has ratified the Event(s), the date(s) may change and while Senate will use its best endeavours to rebook the Hospitality Package accordingly but the Client should be prepared to adjust its dates.
3. THE CLIENT'S OBLIGATIONS 3.1 The Client shall: (i) ensure that the details and the required Hospitality Package on the Invoice are complete and accurate; (ii) co-operate with Senate in all matters relating to the Hospitality Package; (iii) provide Senate with such information and materials as Senate may reasonably require in order to supply the Hospitality Package, and ensure that such information is accurate in all material respects; (iv) contact Senate immediately if it is unhappy with any aspect of the Hospitality Package and, in any event, no later than the end of the Hospitality Package, failing which the Client shall be deemed to be happy with the quality of the same; (v) obtain and maintain all necessary licences, permissions and consents which may be required for Client’s participation in the Hospitality Package before the date on which it is to start; (vi) use the Accommodation only for the purpose of lodgings; (vii) not engage in any activities which are dangerous, offensive, noxious, illegal or immoral or which are or may become a nuisance; (viii) not consume food or beverages other than those supplied by the official caterers; (ix) not do anything which might invalidate any insurance at the Premises or in respect of the Hospitality Package; (x) not bring on to the Premises or any part of it any animals without the prior consent of Senate; (xi) observe all applicable laws, licences and the regulations in the jurisdiction where the Event takes place; (xii) pay to Senate the cost of making good all damage to the Premises or any property suffered during the Event caused by the Client (excluding only fair wear and tear and damage covered by Senate’s insurance and damage caused by Senate’s agents, servants and subcontractors); (xiii) at the end of the Event remove all the Client’s goods, waste and other materials from any Premises and hand back the Accommodation cleared and in such condition as is required by condition 3.1(xii). In default the Client shall pay to Senate at the rate of £500 per day for every day or part of a day during which the default exists and shall indemnify Senate against any costs, damages or liability incurred by Senate or by any subsequent company; (xiv) not park on or obstruct the access ways giving access to any premises; (xv) not make any alterations or attachments or additions to any Premises or the Accommodation without the prior written consent of Senate; (xvi) leave the Premises and the Accommodation at the end of the booking period or as otherwise notified by Senate or the relevant third party; (xvii) make all administrative and other arrangements to ensure that the maximum number of persons in the Premises and Accommodation does not exceed the number notified to the Client; (xviii) obtain the prior written approval of Senate to any publicity material proposed to be issued in relation to the Event. 3.2 If Senate's performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (including any delay or failure to pay) (Client Default): (i) Senate shall without limiting its other rights or remedies have the right to suspend the Hospitality Package and the performance of the Hospitality Package until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Senate's performance of any of its obligations; (ii) Senate shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Senate's failure or delay to perform any of its obligations as set out in this condition 3.2; and (viii) the Client shall reimburse Senate on written demand for any costs or losses sustained or incurred by Senate arising directly or indirectly from the Client Default. 3.3 The Client shall procure compliance with this Agreement by its attendees, delegates or invitees.
4. PAYMENTS 4.1 The Client shall pay to Senate: (i) the Fee on the dates specified in the Invoice; and (ii) the Extras Charges as notified by Senate to the Client from time to time. 4.2 Where the Client is booking an Event across more than 1 year, unless the Fee is expressed to be fixed in the Invoice, every 12 months during this Agreement Senate may increase the Fee in accordance with the UK Retail Prices Index or any official index replacing it upon 30 days written notice to the Client. 4.3 Where Senate’s cost of delivering the Hospitality Package increase, Senate may increase the Fee accordingly upon 30 days written notice to the Client. 4.4 The Client shall pay all sums to Senate together with VAT or other sales tax thereon at the prevailing rate if applicable. 4.5 The Client shall pay interest at the rate of 4% per year over the base lending rate from time to time of Barclays Bank Plc on any money due under this Agreement which remains unpaid from the date when such money first becomes due and payable until such time as it shall be paid. 4.6 Save as provided in condition 6, all payments are non-refundable. 4.7 Where conditions 6 or 10 apply to the Event and it is not possible to provide a suitable and equivalent alternative, Senate may deduct from any deposit or other sum paid upfront by the Client an appropriate amount to offset any costs associated with the set up or preparation of the Hospitality Package and will refund the balance to the Client, if any.
5. TERM AND TERMINATION 5.1 This Agreement shall commence on the date specified in the Invoice and shall and remain in force until 1 week after the Event of unless terminated earlier in accordance with the terms of this Agreement. 5.2 Senate shall be entitled to terminate this Agreement immediately on notice to the Client if any money due and payable under this Agreement has not been paid on the due dates for payment. 5.3 Either party shall be entitled to terminate this Agreement immediately on notice in the event that the other party provided that prior to such termination Senate shall give notice to the Client giving it 15 days to cure such default: (i) substantially fails to perform and observe all or any of the obligations on its part contained in this Agreement; or (ii) enters into liquidation, whether compulsory or voluntary (but not if the liquidation is for amalgamation or reconstruction of a solvent company), or has a receiver, administrator or administrative receiver appointed or enters into any arrangement for the benefit of its creditors. 5.4 Any termination of this Agreement shall be without prejudice to any rights or remedies that may have accrued to either party.
6. SUBSTITUTION AND CANCELLATION 6.1 If, for any reason either the Event or the Hospitality Package or a substantial part thereof do not take place or, in Senate’s reasonable opinion, are unlikely to take place or are unlikely to provide the same experience, or are cancelled by the third party provider, Senate will use its best endeavours to provide a suitable and equivalent alternative and, if one is provided, the booking will be deemed amended accordingly. 6.2 While Senate will use its reasonable endeavours to accommodate the changing circumstances of the Client, unless it obtains the prior written consent of Senate, the Client may not cancel its booking once it has made any payment to Senate for the Hospitality Package.
7. DISPUTE RESOLUTION 7.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the COO of Senate and the Account Manager of the Client shall attempt in good faith to resolve the Dispute as soon as possible.
8. CONFIDENTIALITY A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this condition as though they were a party to this Agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This condition 8 shall survive termination of this Agreement.
9. LIABILITY & INSURANCE 9.1 The Client acknowledges that motorsport can be dangerous and that it shall take all reasonable precautions to avoid injury or death. 9.2 Nothing in these Terms shall limit or exclude Senate's liability for: (i) death or personal injury caused by its negligence; or (ii) fraud or fraudulent misrepresentation. 9.3 The Client acknowledges that third parties may have liability to the Client in respect of parts of the Hospitality Package subject to the terms of those third parties. 9.4 Subject to condition 9.2: (i) Senate shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and (ii) Senate's total liability to the Client in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sums paid by the Client to Senate pursuant to this Agreement. 9.5 All terms implied by statute law or regulation are, to the fullest extent permitted by law, excluded from this Agreement. 9.6 Without prejudice to the exclusions and limitations in this condition 9, for the duration of the Agreement, Senate shall maintain in force with a reputable insurance company, professional indemnity insurance and public liability insurance up to £5m to cover liabilities that may arise under or in connection with this Agreement. 9.7 This condition 9 shall survive termination of this Agreement.
10. FORCE MAJEURE 10.1 For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of Senate including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Senate or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, epidemic or pandemic, malicious damage, extreme weather, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or cancellation by or default of suppliers or subcontractors. 10.2 Senate shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event. 10.3 If the Force Majeure Event prevents Senate from providing any aspect of the Hospitality Package, Senate shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Client and, unless prohibited by law, it reserves the right to charge for expenses legitimately incurred in connection with the preparation of the Hospitality Package.
11. NOTICES 11.1 Notice under this Agreement shall be deemed given when delivered by hand or when transmitted on receipt of a printout confirming due transmission if sent by electronic mail or facsimile, or 5 days after mailing if sent by mail, postage paid and addressed to the contact named in the Invoice. 11.2 If a party changes its address for notification purposes, then it shall give the other party written notice of the new address and the date on which it shall become effective.
12. RIGHTS OF THIRD PARTIES A person who is not a party to this Agreement may not rely upon or enforce any rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
13. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in all respects in accordance with the laws of England whose courts are the courts of exclusive jurisdiction.
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