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RIGHT ANGLE CORPORATE LIMITED

TERMS AND CONDITIONS 2018

  1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions.

Applicable Laws: all applicable laws, statutes, regulations and standards applying to the person or circumstances in question, including standards imposed by or notices issued by any governmental or regulatory authorities and all generally applicable industry standards, including those attributable to self-regulation.

Booking Contract:  the booking contract set out overleaf.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges: the charges payable for the Services as set out in the Booking Contract.

Conditions:  these terms and conditions (as may be amended from time to time).

Client Materials:  all documents, information, items, equipment, tools, systems and materials in any form (whether owned by the Client or a third party), which are provided by the Client to Right Angle in connection with the Services.

Data Controller:  has the meaning set out in section 1(1) of the Data Protection Act 1998.

Data Subject:  an individual who is the subject of Personal Data.

Deposit:  the deposit set out in the Booking Contract, or otherwise communicated by Right Angle to the Client.

Event(s):  the event(s) to be organised and hosted by Right Angle, as more particularly described in the Booking Contract.

Event Venue(s):  the venue(s) at which the Event(s) shall be held or otherwise hosted.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Participants:  any persons who attend or participate in the Event(s) or are otherwise recipients of the Services.

Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which Right Angle is providing Services under this agreement.

Processing and process: have the meaning set out in section 1(1) of the Data Protection Act 1998.

Right Angle Materials: all documents, information, items, equipment, tools, systems and materials in any form (whether owned by Right Angle or a third party), which are used by Right Angle, its officers, employees, agents, subcontractors or consultants directly or indirectly in connection with the supply of the Services.

Services:  the services to be provided by Right Angle to the Client as set out in the Booking Contract.

Special Conditions:  the special conditions (if any) set out in the Booking Contract.

Specification:  the description or specification of the Services provided in writing by Right Angle to the Client.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

1.2 In these Conditions, the following rules of interpretation shall apply (unless the context otherwise requires):

(a) clause headings shall not affect the interpretation of this agreement;
(b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(c) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(d) words in the singular shall include the plural and in the plural shall include the singular;
(e) a reference to one gender shall include a reference to the other genders;
(f) a reference to writing or written includes email;
(g) this agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns;
(h) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(i) a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
(j) any obligation on a party not to do something includes an obligation not to allow that thing to be done; and
(k) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. BASIS OF THE AGREEMENT

2.1 This agreement shall comprise of the Booking Contract and these Conditions. The agreement shall commence on the Commencement Date and continue unless and until terminated in accordance with this agreement.

2.2 If there is any conflict or ambiguity between the terms of the Booking Contract and these Conditions, the Booking Contract shall prevail to the extent of such conflict or ambiguity.  Any Special Conditions shall take precedence over any other conflicting term of this agreement.

2.3 The Booking Contract and these Conditions apply to the agreement to the exclusion of any other term that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Any samples, drawings, descriptive matter or advertising issued by Right Angle, and any descriptions or illustrations contained in any of Right Angle’s promotional materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them.  They shall not form part of the agreement or have any contractual force.

2.5 Any quotation given by Right Angle to the Client shall not constitute an offer, and shall only be valid for a period of 15 Business Days from the date of issue, or until otherwise withdrawn by Right Angle at any time without prior notice at Right Angle’s discretion.

3. SUPPLY OF SERVICES

3.1 Right Angle shall supply the Services to the Client in accordance with the Specification in all material respects.

3.2 Right Angle warrants to the Client that the Services will be provided using reasonable care and skill.

3.3 Right Angle reserves the right to amend the Specification and/or the Services if necessary to comply with any Applicable Laws, or if the amendment will not materially affect the nature or quality of the Services, and Right Angle shall notify the Client in any such event.

3.4 In the event that the Client wishes to vary the Services after the Commencement Date, the Client must notify Right Angle of the request in writing, together with full and proper details of the proposed variation (the “Proposed Variation”).  Right Angle shall notify the Client if the Proposed Variation would result in any change to the Charges, the timing of the supply of Services (including, without limitation, the Event Date(s)) and/or any other aspect of the supply of the Services.  Right Angle shall be entitled to request further information from the Client in respect of the Proposed Variation, which the Client shall promptly supply.  The Client shall confirm within 5 Business Days of receipt of notice from Right Angle of any changes to the Services whether the Client wishes to proceed on the basis of the updated information.  Right Angle shall not be liable for any delay caused in connection with a Proposed Variation.

3.5 In the event that Right Angle is unable to source from third parties any goods, materials, equipment or services as specified in the Specification or the Booking Contract, Right Angle will use its reasonable endeavours to source  a suitable alternative at a materially similar price.  The Client acknowledges that the alternative goods, materials, equipment or services may result in an adjustment of the Charges (whether upwards or downwards), and shall remain liable for any varied Charges.

3.6 If the Services are to be provided at the Client’s premises, the Client shall allow Right Angle, its officers, employees, agents, consultants and subcontractors access to those premises and any other facilities to the extent required for Right Angle to properly provide the Services. The Client shall also ensure that the premises are in a safe and secure condition in accordance with all Applicable Laws to enable the Services to be carried out by Right Angle.

3.7 If, on or before an Event Date, a health and safety representative or other body of competent jurisdiction believes or determines that there is an unacceptable level of risk to Participants of the Event or Right Angle’s officers, employees, agents, consultants or subcontractors, Right Angle shall (acting reasonably) be entitled to cancel or postpone the Event.  Right Angle shall not be liable for any loss or damage suffered by the Client as a result of such cancellation or postponement of the Event.

3.8 The Client acknowledges and agrees that the opinion or decision of Right Angle, its officers, employees, agents, consultants or subcontractors shall be final in connection with any health and safety matter and the Client shall procure that all Participants and persons for whom the Client is responsible shall comply with the Client’s opinion or decision.

3.9 The Client shall be solely responsible for procuring that any Participants sign or enter into any required documentation (including, without limitation, disclaimers) prior to the commencement of the Event(s).

3.10 The Client acknowledges that Right Angle shall not be responsible for providing any first aid assistance during the Event(s).

3.11 Right Angle reserves the right to prevent any Participant from attending or being involved in any part or all of the Event at Right Angle’s sole discretion, including if Right Angle or its offices, employees, agents, consultants or subcontractors reasonably believe that the Participant is under the influence of drugs or alcohol and/or their attendance or involvement in the Event may be harmful or disruptive to themselves or others.  Right Angle shall not be liable to refund the Client any sum in respect of a Participant who is not permitted to attend or be involved in the Event in accordance with this clause.

4. CLIENT’S OBLIGATIONS

4.1 The Client shall:

(a) ensure that any information provided in the Specification or in respect of the Services is complete and accurate and not misleading;

(b) co-operate with Right Angle in all matters relating to the Services;

(c) provide Right Angle with such information, data and materials as Right Angle may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are due to commence;

(e) comply with all Applicable Laws in connection with the Services, including health and safety laws, and immediately inform Right Angle if it becomes aware of any breach of any Applicable Laws;

(f) comply with any policies operated by Right Angle from time to time;

(g) keep all Right Angle Materials at the Client’s premises (or a premises for which the Client is responsible) in safe custody at its own risk, maintain such in good condition until returned to Right Angle, and not dispose of or use the Right Angle Materials other than in accordance with Right Angle’s written instructions or authorisation;

(h) procure that all Participants or any other person for whom the Client is responsible shall comply with any lawful instructions made by or on behalf of Right Angle;

(i) not do or omit to do anything which may cause Right Angle to breach or lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business or providing the Services;

(j) comply with any terms and conditions of the Event Venue, including the Event Venue’s cancellation policy (if any) as set out in the Contract Details or otherwise applicable to the Client; and

(k) comply with any additional obligations as set out in the Specification or as agreed between the parties from time to time.

4.2 If Right Angle’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 (a “Client Default”):

(a) without limiting or affecting any other right or remedy available to it, Right Angle shall have the right to suspend performance of the Services (including cancelling or postponing the Event(s)) 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 in each case to the extent the Client Default prevents or delays Right Angle’s performance of any of its obligations;

(b) Right Angle shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Right Angle’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Client shall reimburse Right Angle on written demand for any costs or losses sustained or incurred by Right Angle arising directly or indirectly from the Client Default.

5. CHARGES AND PAYMENT

5.1 In consideration of the provision of the Services by Right Angle, the Client shall pay the Charges and any other costs or expenses as set out in the Booking Contract (or otherwise communicated by Right Angle to the Client).

5.2 The Client shall make payment of the Charges in accordance with the Payment Terms set out in the Booking Contract.  If the Booking Contract does not state the time for payment, unless otherwise agreed by Right Angle in writing, the Client shall pay the total Charges on or before the Commencement Date and any other charges within 14 days of the date of invoice.  Any amounts due under this agreement shall be paid in pound sterling (£) and in full, cleared and immediately available funds to a bank account nominated in writing for such purpose by Right Angle and time for payment shall be of the essence of the agreement.  In the event that the Client is based outside of the UK, the Client shall assume the risk of any change in currency rates.

5.3 The Client acknowledges that the Charges are based on the number of Participants set out in the Booking Contract.  In the event that the number of Participants decreases from the number stated in the Booking Contract and the Client gives notice of the decrease to Right Angle within 28 days of the first Event Date, Right Angle may (in its sole and absolute discretion) reduce the Charges to reflect the decreased number of Participants.  However, Right Angle reserves the right to make supplementary charges for any fixed-cost elements in the Booking Contract or Specification.  If the Client fails to give 28 days’ notice of any decrease in the number of Participants, Right Angle reserves the right to charge the Charges in full based on the original number of Participants.

5.4 In the event that the number of Participants increases from the number stated in the Booking Contract, Right Angle shall be entitled to increase the Charges for the Services and the Client shall pay any increased Charges on demand.

5.5 Right Angle shall be entitled to charge the Client for any expenses or additional charges or fees reasonably incurred in connection with the Services, including (without limitation) travelling expenses, accommodation costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Right Angle for the performance of the Services, and for the cost of any materials, venue hire or entertainment.

5.6 Right Angle reserves the right to increase the price of the Services by giving notice to the Client, to reflect any increase in the cost of the Services to Right Angle that is due to:

(a) any factor beyond the control of Right Angle (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, increases in third party costs and other service costs);
(b) any request by the Client to change the dates on which the Services are provided or the Specification;
(c) any request by the Client to change the Services to be provided, including those requested pursuant to clause 3.4;
(d) any matter set out in clause 3.5;
(e) an increase of Participants in accordance with clause 5.4; and/or
(f) any delay caused by any instructions of the Client in respect of the Services or failure of the Client to give Right Angle adequate or accurate information or instructions in respect of the Services.

5.7 All amounts payable by the Client under this agreement are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under this agreement by Right Angle to the Client, the Client shall, on receipt of a valid VAT invoice from Right Angle, pay to Right Angle such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8 If the Client fails to make a payment due to Right Angle under this agreement by the due date for payment (the “Due Date”), then, without limiting Right Angle’s remedies under clause 10, the Client shall pay interest on the overdue sum from the Due Date until actual payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

5.9 If the Client fails to make payment of any amount due under this agreement by the Due Date, Right Angle will not be required to provide the Services (including, without limitation, delivery of the Event(s)) or take any preparatory steps in connection with the Services (for example, venue hire or booking entertainment).

5.10 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. INTELLECTUAL PROPERTY RIGHTS

6.1 In relation to any Right Angle Materials, Right Angle and/or its licensors (as the case may be) shall retain ownership of all Intellectual Property Rights in any Right Angle Materials.

6.2 All Intellectual Property Rights in or in connection with the Services (other than the Client Materials) shall be owned by Right Angle, including the Intellectual Property Rights in any documentation provided by Right Angle to the Client.

6.3 In relation to any Client Materials, the Client and/or its licensors (as the case may be) shall retain ownership of all Intellectual Property Rights in any Client Materials.

6.4 The Client hereby grants to Right Angle a royalty-free, non-exclusive, irrevocable, worldwide licence to use the Client’s name, logo and/or any trade marks (whether registered or unregistered) for use by Right Angle on its website or in other promotional materials for self-promotion and as otherwise may be required to enable Right Angle to provide the Services.

7. DATA PROTECTION AND DATA PROCESSING

7.1 The Client and Right Angle acknowledge that for the purposes of the Data Protection Act 1998, the Client is the Data Controller and Right Angle is the data processor in respect of any Personal Data.

7.2 Right Angle shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.

7.3 Right Angle shall take reasonable steps to ensure the reliability of all its employees, sub-contractors or consultants who have access to the Personal Data.

7.4 Each party warrants to the other that it will process the Personal Data in compliance with all Applicable Laws, including any relevant data protection legislation.

7.5 Right Angle warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
(a)take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be protected;
(b) take reasonable steps to ensure compliance with those measures.

7.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 7.

7.7 The Client acknowledges that Right Angle is reliant on the Client for direction as to the extent to which Right Angle is entitled to use and process the Personal Data. Consequently, Right Angle will not be liable for any claim brought by a Data Subject arising from any action or omission by Right Angle, to the extent that such action or omission resulted directly from the Client’s instructions.

7.8 Right Angle may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:
(a)is on terms which are substantially the same as those set out in this agreement; and
(b)terminates automatically on termination of this agreement for any reason.

8. CONFIDENTIALITY

8.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers or the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.

8.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 8; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

9.LIMITATION OF LIABILITY

9.1 Nothing in this agreement shall limit or exclude liability for:

(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1:

(a) Right Angle shall not have any liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss or damage of the Client’s or any Participant’s property;
(vii) loss of or damage to goodwill; and/or
(viii) any indirect or consequential loss; and
(b) Right Angle’s total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to £2,000,000.

9.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

9.4 This clause 9 shall survive termination of the agreement.

10.CANCELLATION

10.1 In the event that the Client wishes to cancel the Services or any part of the Services for any reason, the Client shall notify Right Angle of such cancellation in writing.  In these circumstances, the Client shall be liable to pay a cancellation fee (the “Cancellation Fee”).  The Cancellation Fee shall be the calculated as follows:

(a) if the Client notifies Right Angle of the cancellation in writing at least 14 weeks or more before the first Event Date, the Cancellation Fee shall be 50% of the total Charges;
(b) if the Client notifies Right Angle of the cancellation in writing less than 14 weeks before the first Event Date, the Cancellation Fee shall be 100% of the total Charges.

10.2 In addition to the Cancellation Fee payable under clause 10.1, the Client shall pay any amount due to the Event Venue on cancellation, including (without limitation) any amounts due under the Event Venue Cancellation Policy (as set out in the Booking Contract).  If Right Angle has engaged the Event Venue directly, the Client shall pay such amounts to Right Angle immediately on demand.

10.3 The Client acknowledges and agrees that the Deposit shall be non-refundable.

10.4 Any change of the Event Date(s) shall, unless otherwise agreed by Right Angle in writing, be deemed a cancellation of the Services and the Client shall be liable for the Cancellation Fee.

10.5 In addition to the Cancellation Fee, the Client shall be liable to pay any costs, fees or expenses incurred by Right Angle in providing the Services, including (without limitation) any fees charged by any third party in connection with the cancellation of the Services.

11.TERMINATION

11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(f) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(h) a creditor or encumbrance of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(j) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.

11.2 Without affecting any other right or remedy available to it, Right Angle may terminate this agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the agreement on the due date for payment.

11.3 Without affecting any other right or remedy available to it, Right Angle may suspend the supply of Services under this agreement or any other contract between the Client and Right Angle if the Client fails to pay any amount due under the agreement on the due date for payment or Right Angle reasonably believes that the Client is about to become subject to any of the events in clauses 11.1(b) to 11.1(j).

11.4 This agreement shall terminate automatically upon completion of the Services.

12.CONSEQUENCES OF TERMINATION

12.1 On termination of this agreement:
(a) the Client shall immediately pay to Right Angle all of Right Angle’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Right Angle shall submit an invoice, which shall be payable by the Client immediately on receipt; and
(b)the Client shall return all of the Right Angle Materials.  If the Client fails to do so, then Right Angle may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this agreement.

12.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.

12.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

13. ANTI-BRIBERY AND CORRUPTION

The parties understand that it is the policy of each party to never tolerate unethical behaviour either in their own activities or in those with whom the parties seek to do business.  The Client warrants and undertakes that it complies in all material respects with all Applicable Laws that apply to its businesses and activities, in particular the Bribery Act 2010 and shall also comply with any policies of Right Angle relating to anti-bribery and corruption in place from time to time.

14. GENERAL

14.1 Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for more than 2 months, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.  If the Event(s) is cancelled as a result of an event beyond Right Angle’s control (including, without limitation, adverse weather conditions), Right Angle shall not be liable to refund the Charges.  In these circumstances, Right Angle will use its reasonable endeavours to re-arrange the cancelled Event at a alternative time and date and shall be entitled to charge the Client for any additional costs or expenses incurred in connection with the re-arranged Event.

14.2 Assignment and other dealings.  Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement, unless with the other’s consent.

14.3 Variation.  No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.4 Waiver.

(a) A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
(b) A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.5 Severance.  If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

14.6 Entire agreement

(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14.7 No partnership or agency.  Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.8 Third party rights.  No one other than a party to this agreement shall have any right to enforce any of its terms.

14.9 Notices.

(a) Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent to the party’s main email address or such other email address as notified by the party to the other in writing from time to time.
(b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
(c) This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.10 Governing law and jurisdiction. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim

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