1. Definitions
1.1 In this Agreement the following terms shall have the following meanings:
Additional Services means those services over and above the services set out in these terms and conditions which are set out in the Booking Form;
Agreement means the terms of this Agreement as set out herein as supplemented by the Booking form (and reference shall be had to the terms of clause 2.3);
Booking Form means any booking form issued by RHL to the Customer which is executed and returned to RHL by the Customer in accordance with clause 2.2 and in respect of which an Invoice is issued by RHL to the Customer in accordance with clause 2.2;
Contract Price means that total price for the Event Package being the sum set out in the Booking Form payable in accordance with this Agreement;
Customer means that person, firm or company set out in the Booking Form as the Customer;
Customer Personnel means any and all persons admitted to any Hospitality Areas as a result of any invitation or permission extended by the Customer and including but not limited to (where applicable) the Customer and/or the officers, employees, contractors and guests of the Customer at the Event;
Event means that event set out in the Booking Form taking place on the Event Date in connection with which RHL shall provide the Event Package in accordance with this Agreement;
Event Date means that date and (where applicable) those times on that date set out in the Booking Form;
Event Package means admission to the Hospitality Areas at the Event on the Event Date for not more than the Personnel Number of Customer Personnel in each case together with services comprising those services set out in these terms and conditions together with any Additional Services set out in the Booking Form;
Force Majeure means any circumstance beyond the reasonable control of RHL including without limitation any cancellation, abandonment, delay to, interruption of or circumstance arising at the Event and/or at the racecourse at which the Event takes place and/or in the provision of any of the services or Additional Services provided under this Agreement in each case of whatever nature and howsoever arising (including without limitation any adverse weather conditions, direction of the managing executive and stewards of the racecourse in question, The British Horseracing Authority, or other agency, any act of God, terrorist emergency, war or public health, transport, political, financial or other emergency of whatever nature);
Hospitality Areas means those areas (including access ways, car parks, spectator areas of the Racecourse and hospitality areas where applicable) at the Racecourse at which the Event takes place on the Date to which the Customer Personnel will be admitted in accordance with the Racecourse Terms applicable to the Event Package as set out in the Booking Form;
Invoice has that meaning set out at clause 2.3 of these Booking Conditions;
Payment Terms means those terms relating to the dates and amounts on which and in which the Contract Price must be paid as set out in the Booking Form;
Personnel Number means that number of Customer Personnel set out in the Booking Form;
Racecourse means the racecourse at which the Event will take place as set out in the Booking Form; Racecourse Terms means those terms and conditions upon which and subject to which access is permitted to the Racecourse on the Date and which are applicable to the Event Package;
RHL means Racecourse Hospitality Limited (CRN 05621299) whose registered office is situate at Manor Farm, Torksey Street, Rampton, Retford DN22 0HT.
2. Nature and Formation of Contract
2.1 The Customer will receive from RHL a proposed Booking Form (to which these Booking Conditions will be attached). The proposed Booking Form will set out the details of the Event Package together with details of when and in what amounts the Contract Price will be payable.
2.2 As and when the Customer executes the proposed Booking Form received under clause 2.1 from RHL and returns the same to RHL the Customer will be deemed to be making an irrevocable offer to enter into a contract upon these Booking Conditions in relation to the Event Package set out there. RHL shall be under no obligation to accept that offer or to supply the Event Package or any goods or services of any nature unless and until a contract is formed in accordance with clause 2.3.
2.3 As and when RHL (at its discretion) despatches to the Customer an invoice for the Contract Price (or any part of the same) (the “Invoice”) RHL will be deemed to have accepted the offer made by the Customer by execution and return of the proposed Booking Form as set out at clause 2.2. Upon despatch of the Invoice by RHL a legally binding contract will exist between the Customer and RHL upon the terms of these Booking Conditions, as supplemented by the content of the proposed Booking Form. That proposed Booking Form shall from that point be deemed the Booking Form for all purposes of this Agreement. The contract so formed will be independent of any other contract between RHL and the Customer and/or any other negotiations between RHL and the Customer. The Customer shall have no right to terminate the contract so formed save in accordance with these Booking Conditions. The contract so formed shall be referred to in these Booking Conditions as “this Agreement”.
2.4 Acceptance of the Customer’s offer in accordance with the terms of clause 2.3 by RHL shall not constitute any guarantee that the Event Package is available in the event that the Contract Price is not paid strictly in accordance with the Payment Terms and the terms of this Agreement for any reason.
3. Event Package
3.1 The services to be provided under this Agreement by RHL shall be as follows:
3.1.1 arrangement and administration in accordance with the terms of this Agreement with the Racecourse to secure access for the Personnel Number of Customer Personnel to the Hospitality Areas for the Event; and
3.1.2 hosting and facilitation at the Event in the Hospitality Areas; and
3.1.3 arrangement of the Additional Services to be provided by third parties (whether the relevant third parties are the management of the Racecourse or any other contractor).
3.2 Subject to the terms of this Agreement RHL will use its reasonable endeavours to supply the services referred at 3.1 above with reasonable care and skill. The Customer agrees with RHL that in relation to any Additional Services of whatever nature (and including but not limited to travel services, catering or other entertainment services in Hospitality Areas or in any other venue or areas whether at the Racecourse or elsewhere, overnight or other accommodation and/or any other services) RHL shall have no liability of whatever nature and howsoever arising to the Customer in the event of any failure of or dissatisfaction with such Additional Services. In acting on behalf of the Customer to arrange such Additional Services RHL does not take responsibility or accept any liability for the same for any failure, delay or breach of any duty of any nature in the performance (or by reason of the non-performance) of the same save only such responsibility or liabilities which it may not exclude by law.
4. Obligations of the Customer
4.1 The Customer agrees and undertakes:
4.1.1 to pay to RHL the Contract Price in accordance with the Payment Terms;
4.1.2 to use and permit the use of the services and the Additional Services and access to the Hospitality Areas only to Customer Personnel who are appropriate adults and for the purpose of viewing the Events only and not for the purpose of any trade or business;
4.1.3 not to permit any more than the Personnel Number of Customer Personnel to enter the Hospitality Areas for the purpose of attending the Event;
4.1.4 to ensure that all Customer Personnel attending the Hospitality Areas comply with the Racecourse Terms in relation to any use they make of any of the facilities of the racecourse at which the Event takes place, are appropriately dressed in accordance with any dress code laid down and otherwise comply with the reasonable directions of any representative of RHL present at the Event and/or any officer, employee or contractor of the Racecourse and/or any operator of the Racecourse and/or of any Hospitality Area;
4.1.5 to ensure that neither it nor any of the Customer Personnel uses the Hospitality Areas or any area at the Racecourse or any area in which any of the Event Package is delivered in such a way as to cause a nuisance, damage, disturbance, injury or distress to any other persons or which in any way constitutes any breach of any statutory requirement affecting the relevant premises or which may cause damage to property of any nature;
4.1.6 indemnify RHL and keep RHL indemnified against any and all losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability arising in any way from:
4.1.6.1 this Agreement;
4.1.6.2 any breach of the Customer’s obligations and/or undertakings set out in this Agreement;
4.1.6.3 the exercise or purported exercise of any of the rights granted to the Customer (whether or not the same takes place as a result of any act or omission by any Customer Personnel); and/or
4.1.6.4 any breach of this Agreement by the Customer;
4.1.7 to pay any and all costs, charges and invoices raised in connection with the Event Package and not included in the Contract Price within 7 (seven) days of receipt of any invoice from RHL or (where applicable) from any third party in connection with the same.
5. Administration and Cancellation
5.1 RHL will use its reasonable endeavours to despatch tickets, passes and information concerning the Event to the Customer at the contact address provided by the Customer approximately 2 (two) weeks before the Event Date. Where this is not reasonably practicable RHL will attempt to despatch these items in good time prior to the Event Date. However, RHL shall have no obligation to despatch any tickets, passes or any other materials to the Customer until such time as the Contract Price has been paid in full in accordance with the Payment Terms and with this Agreement.
5.2 In the event that the Customer fails to pay the Contract Price or any part of it in accordance with the Payment Terms and the terms of this Agreement, then without prejudice to any other right or remedy available to RHL, RHL shall be entitled at its discretion to:
5.2.1 terminate this Agreement forthwith by notice in writing to the Customer; and
5.2.2 retain any and all monies paid up to the date of such termination; and
5.2.3 claim pursuant to the indemnity set out at clause 4.1.6 of this Agreement in respect of the breach of this Agreement constituted by such failure to pay; or
5.2.4 enforce the terms of this Agreement against the Customer in full.
5.3 Without prejudice to any of its other rights set out in this Agreement RHL shall be entitled to charge the customer interest on any amounts unpaid on any sums invoiced in accordance with this Agreement to the Customer at a rate of 4 (four) per cent per annum above the base rate of the Royal Bank of Scotland plc until payment in full has been made.
5.4 The Customer has no entitlement to cancel this Agreement before the Event. In the event that the Customer wishes to cancel this Event it must notify RHL of its wish in writing. RHL is not obliged to permit such cancellation but may at its discretion use reasonable endeavours to resell the Event Package to another potential customer. In the event that RHL agrees to do so the Customer acknowledges that RHL is undertaking additional cost and administrative time in assisting and that RHL is under no obligation to do so nor (where it has agreed to do so) is RHL liable in any way for any failure to sell the Event Package.
5.5 Notwithstanding any attempt by the Customer to cancel the Event Package as referred to above the Customer shall remain liable for the Contract Price and any all sums in any way incurred to any third party in any way in connection with the subject matter of this Agreement. Without prejudice to the above however RHL agrees that if in the circumstances set out at 5.4 it is successful in reselling the Event Package to a third party then RHL will (without prejudice to its rights set out in this Agreement) refund to the Customer 75 (seventy-five) per cent of the sum for which the Event Package has been resold. The Customer agrees that RHL is entitled to retain any balance to defray the additional costs, expenses and administrative time incurred by it in its efforts to resell the Event Package.
5.6 The Customer acknowledges that RHL is not the promoter of the Event and that events of such nature as the Event are subject to cancellation without warning. The Customer acknowledges that no representation, guarantee or other assurance has been given by RHL to the Customer that the Event will take place on the Event Date or at all. Without prejudice to the above the Customer agrees that RHL shall not be liable in any way for any cancellation, abandonment, delay to or interruption of or circumstances arising at the Event and/or for any failure to perform or delay in performing any or all of its obligations under this Agreement for any reason of Force Majeure.
6. Limitation of Liability
6.1 This clause and clauses 6.1.1 to 6.3 inclusive set out RHL’s entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Customer in respect of:
6.1.1 any breach of its contractual obligations arising under this Agreement; and
6.1.2 any representation or tortious act or omission (including without limitation for negligence) arising under or in connection with this Agreement.
6.2 Any act or omission on the part of RHL or its employees, agents or sub-contractors falling within clause 6.1 above shall for the purpose of this clause 6 be known as an “Event of RHL’s Default”.
6.3 RHL’s liability to the Customer for death or injury resulting from its own negligence or that of its employees agents or sub-contractors shall not be limited.
6.4 Subject to the provisions of clauses 6.3 and 6.5 RHL’s entire aggregate liability howsoever arising and of whatever nature in respect of any and all Events of RHL’s Default of whatever nature and howsoever arising shall be limited to the Contract Price.
6.5 Without prejudice to clause 6.4 RHL shall not (to the extent permitted by law) be liable to the Customer in respect of any Event of RHL’s Default for loss of profits goodwill or any type of special indirect or consequential loss or damage (including loss or damage suffered by the Customer as a result of an action brought by a third party) even where such loss was reasonably foreseeable or RHL had been advised of the possibility of the Customer incurring the same.
6.6 The parties hereto expressly agree and acknowledge that in the event that any limitation of liability or provision set out in this clause 6 is held to be invalid or unenforceable under any applicable statute or rule of law it shall to that extent be deemed omitted from this Agreement but if either parties hereto as a result of such omission becomes liable for loss or damage which would otherwise have been excluded such liability shall nonetheless be subject to such other limitations and provisions set out in this Agreement as are applicable to the same and remain valid and enforceable.
6.7 The terms of this clause 6 are without prejudice to the terms of clauses 3.2, 5.6 and 8.1.
7. Termination
7.1 Without prejudice to any of its other rights under this Agreement (including but not limited to its rights set out at clause 5.2) RHL shall have the right at any time to terminate this Agreement forthwith by notice in writing to the Customer:
7.1.1 if the Customer has committed any material or substantial breach of this Agreement; or
7.1.2 if the Customer ceases or threatens to cease to carry on business, becomes insolvent as a receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally or has an order made or resolution passed for it to be wound up or undergoes any similar or analogous process in any jurisdiction.
8. Terms and Conditions of the Racecourse
8.1 The Customer accepts that admission to Events takes place subject to the terms and conditions of entry issued by the Racecourse and that the Customer and any and all Customer Personnel must abide by the said terms and conditions at all times throughout the course of the Event. If for any reason there is any breach of such terms by the Customer or by any Customer Personnel, the Customer shall indemnify RHL in accordance with clause 4.1.6 where applicable. The Customer further acknowledges that if the operator of the Racecourse ejects or restricts access to or otherwise forbids or interferes with any access to any facilities to or of any Customer Personnel from or in any Hospitality Areas or any other area then RHL shall have no liability of whatever nature and howsoever arising to the Customer in connection with the same.
9. Notices
9.1 All notices and demands (including but not limited to any Invoice) to be given hereunder shall be in writing and shall be served upon the party to be served either personally or by first class delivery post or by courier, fax or by email addressed to the party to be served at the address, fax number or email address specified in the Booking Form or such other address as the respective parties may from time to time designate by notice given in conformity with the above. The date of service shall be deemed, in the case of personal delivery, the date of deposit of any such notice, demand or Invoice at the address of the party to be served; in the case of notices, demands or Invoices sent by post, 3 (three) days after posting; and in the case of notices, demands or Invoices sent by fax or email, the date of transmission to the correct number or email address where no notification has been received by the sending party of any failure of such transmission within 24 (twenty-four) hours of such transmission.
10. Relationship of Parties
10.1 Nothing in this Agreement shall constitute or be construed as constituting any agency, partnership or joint venture between the parties.
11. Assignment and Sub-Licensing
11.1 This Agreement is personal to the Customer and the Customer shall not be entitled to assign, transfer or sublicense this Agreement or any part of it and/or share in or grant to any third party any right derived from this Agreement (save only the right to invite appropriate individuals to attend the Event as Customer Personnel) without the prior written consent of RHL.
11.2 The Customer accepts that RHL may arrange for the performance of any services provided for under this Agreement and/or any Additional Services by third party contractors.
12. Waiver
12.1 No failure or delay by either party to enforce at any time any one or more of the terms of this Agreement shall be a waiver by the said party of the said term or right or prevent that party at any time subsequently from enforcing all the terms of this Agreement.
12.2 The rights and remedies provided herein are cumulative and not exclusive of any rights and remedies provided by law.
13. Severance
13.1 If any provision or term of this Agreement shall be become or be declared in conflict with law or public policy or otherwise illegal, invalid or unenforceable for any reason whatsoever such term or provision shall be divisible from this Agreement, and shall be deemed to be deleted from this Agreement, provided always that if such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances, and the validity of the remainder shall not in any event be affected by any severance taking effect pursuant to the terms of this clause 13.1.
14. Whole Agreement
14.1 This Agreement (including the content of the Booking Form) sets out the entire agreement and understanding between the parties in relation to the subject matter contained herein and supersedes all previous agreements and arrangements (both oral and written) between them with regard to the subject matter.
14.2 Each of the parties acknowledges and agrees that:
14.2.1 it has not entered into this Agreement on the basis of or in reliance on any statement or representation (whether negligent or innocent), condition, warranty or other provision (whether oral, written, express or implied) made, given or agreed to by any person (whether a party to this Agreement or not) except those expressly set out or referred to in this Agreement and the only remedy or remedies in respect of any misrepresentation or untrue statement made to it should be a claim for breach of contract under this Agreement; and
14.2.2 this clause 14.2 shall not apply to any statement, representation or warranty made fraudulently or to any provision of this Agreement which was induced by or otherwise entered into as a result of fraud (for which the remedies should be all those available under the law governing this Agreement).
14.3 No variation or amendment of this Agreement or any of its terms shall be effective unless it is made in writing and signed by or on behalf of each party.
15. Third Parties
15.1 This Agreement does not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 which are enforceable by any person who is not a party to this Agreement.
16. Governing Law and Jurisdiction
16.1 This Agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the courts of England.