GOTO EVENTS – TERMS AND CONDITIONS
Your attention is particularly drawn to the provisions of clause 14 (Limitation of liability).
1 ABOUT US
1.1 Company details. We are Out Of The Office Limited trading as GOTO Events (company number 06827990) (“we”, “us”, “our”). Our registered office is at 96 Castle Lane West, Bournemouth, England, BH9 3JU.
1.2 Contacting us. You can contact us by telephone on one of the following numbers: London: 0207 118 4115, the South: 01202 667 888, the North: 01724 854 434. You can also email us at email@example.com or contact us through our website at www.gotoevents.co.uk. If you need to give us formal notice under the Contract then please refer to clause 17.2 below.
2 OUR CONTRACT WITH YOU
2.1 Our contract. These terms and conditions (the “Terms”) apply to your order and our supply of Services to you (the “Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3 QUOTATIONS, PLACING AN ORDER AND ACCEPTANCE
3.1 Enquiries and quotations. You can make an enquiry with us over the phone, by email or through our website. We will then provide you with a quotation for our services. This quotation is for information only and is not a legal offer to provide the services. Quotations are valid for 28 days from date of issue.
3.2 Placing your order. Having received a quotation from us, you can place your order over the phone, by email or through our website. Each order you place is an offer by you to buy the services specified in the order (the “Services”) subject to these Terms.
3.3 Correcting errors. Please check your order carefully before submitting it. You are responsible for ensuring that your order and any specification submitted by you are complete and accurate.
3.4 Acknowledging receipt of your order. After you place your order, you may receive an email from us acknowledging that we have received it. Please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.5.
3.5 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (the “Order Confirmation”), at which point and on which date (the “Contract Date”) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
3.6 If we cannot accept your order. If we cannot accept your order then we will inform you of this by email and we will not process your order. If you have already paid for the Services then we will refund you.
4.1 In consideration of us providing the Services you must pay our charges (“Charges”) in accordance with this clause 4.
4.2 The Charges reflect the prices quoted in our latest quotation, subject to any variation agreed between us. The final Charges are set out in our Order Confirmation. If you suspect that we have made a mistake in our calculation of the Charges then you must inform us immediately.
4.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
4.4 Unless we have expressly agreed alternate payment arrangements with you, you must pay the Charges in full within fourteen days of the Contract Date, unless the date of the event is within fourteen days of the Contract Date in which case the Charges will be payable immediately in full.
4.5 We will not be obliged to provide the Services, and shall have no liability to you for cancelling the Services, if you have not made payment in full as set out above.
4.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
4.7 It is always possible that, despite our reasonable efforts, we misquote our prices. Where the correct price for the Services is less than the price we have confirmed to you, we will charge the lower amount. If the correct price for the Services is higher than the price we have confirmed to you, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you then we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services without incurring any liability and refund you any sums you have paid.
5 CANCELLING YOUR ORDER AND OBTAINING A REFUND BEFORE THE DATE OF THE EVENT
5.1 You may cancel the Contract by emailing us at firstname.lastname@example.org at any time before the date of the event.
5.2 Your entitlement to a refund depends on the amount of notice you give us. Unless you cancel the Contract on more than 52 weeks’ notice, you will still need to pay our Charges in full, less the amount of your refund entitlement. Please refer to the following table which sets out the refund you will receive relative to the amount of notice of cancellation you give us:
Amount of notice Refund (as a percentage of our total Charges)
More than 52 weeks 100%
From 26 up to and including 52 weeks 75%
From 12 up to and including 25 weeks 50%
From 8 up to and including 11 weeks 25%
From 21 business days up to and including 7 weeks 10%
From zero business days up to and including 20 business days 0% (no refund of Charges)
5.3 We reserve the right to set off any refund payable to you against outstanding payments due to us.
6.1 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 16 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.2 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7 OUR SERVICES
7.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
7.2 Compliance with specification. Subject to our right to amend the specification (see clause 7.3) we will supply the Services to you in accordance with the specification for the Services appearing in our Order Confirmation. Our Services will usually consist of organising and hosting an event.
7.3 Changes to specification. We reserve the right to amend the specification of the Services (including once we have issued our Order Confirmation) if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
7.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
7.5 Time for performance. Subject to clause 8 (Safety), the date of the event shall be of the essence. In recognition that extenuating circumstances can lead to events running late, we will use all reasonable endeavours to meet the performance times specified in the Order Confirmation but such times are estimates only. Our failure to perform the Services exactly in accordance with these times will not give you the right to terminate the Contract or otherwise incur any liability on our part.
8.1 The safety of our staff, contractors and participants is paramount. All our staff and contractors are under strict instructions not to provide the Services in any circumstances which, in their absolute discretion, could be unsafe or unlawful. It is a condition of receiving the Services that you agree to respect our staff’s and/or contractors’ decisions in this regard.
8.2 In the event that our staff or contractor exercises their discretion under clause 8.1, we shall have no liability to you for any participant(s) being excluded from the event or the event being cancelled except as a direct result of our wilful misconduct or negligence.
8.3 Without limitation, we reserve the right to refuse to provide the Services to participants:
8.3.1 whose behaviour contravenes these Terms or is otherwise dangerous or unlawful;
8.3.2 who are improperly dressed, taking into consideration the nature of the event. We strongly recommend that participants wear flat shoes and comfortable clothing. If the event has an outdoors element, participants should bring a selection of clothing appropriate to the changeable British weather (such as waterproofs, umbrellas and warm layers);
8.3.3 who have, or are reasonably suspected of having, a medical condition which would pose an unreasonable risk to their health or wellbeing if they were to participate in the event; or
8.3.4 who are under, or are suspected to be under, the influence of alcohol or drugs.
8.4 If the event, or any part of it, is cancelled due to adverse weather conditions or other force majeure event (including without limitation war or threat of war, riots, civil unrest, terrorism, industrial disputes, natural or nuclear disaster, fire, technical problems or any other occurrence beyond our control) then we will make commercially reasonable endeavours to rearrange the event, or the cancelled part, for a suitable alternate date and that will be your sole remedy. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the force majeure event.
9 YOUR OBLIGATIONS
9.1 It is your responsibility to ensure that:
9.1.1 the terms of your order are complete and accurate;
9.1.2 you co-operate with us in all matters relating to the Services;
9.1.3 all participants:
18.104.22.168 conduct themselves in a courteous and polite manner at all times;
22.214.171.124 listen to and follow the instructions given by our staff or contractors;
126.96.36.199 have notified us in advance of the event of any medical conditions they have which may affect their participation;
188.8.131.52 read and sign our standard form disclaimer before participating. Please note that any person who has not signed our disclaimer will not be permitted to participate and we shall have no liability to you in the event that such person(s) are refused participation in the event as a result; and
184.108.40.206 are aware of our photography policy (please see clause 13.2 for further details) and inform us in advance if they do not want to be photographed or recorded whilst participating in the event;
9.1.4 you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
9.1.5 you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
9.1.6 you prepare your premises for the supply of the Services in accordance with our reasonable instructions;
9.1.7 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
9.1.8 you comply with all applicable laws, including health and safety laws;
9.1.9 where relevant, you keep all of our materials, equipment, documents and other property (“Our Materials”) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
9.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 9.1 (“Your Default”):
9.2.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 16 (Termination);
9.2.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
9.2.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
10 SERVICES IN UK ONLY
10.1 Unfortunately, we are unable to perform the Services at locations outside the UK.
10.2 You may place an order for the Services from outside the UK, but this order must be for performance of the Services at a location in the UK.
We maintain public liability insurance cover in the amount of £5million per claim. Enhanced insurance cover can usually be arranged by prior request. Additional terms and charges may apply.
12 INTELLECTUAL PROPERTY RIGHTS
12.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us or our licensors.
12.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you. For example if you have requested we customise our materials with your branding.
13 HOW WE MAY USE YOUR PERSONAL INFORMATION
13.1 We will use any personal information you provide to us to:
13.1.1 provide the Services;
13.1.2 process your payment for the Services; and
13.1.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us or following the opt-out link in the marketing emails we send to you.
14 LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
14.1.1 death or personal injury caused by negligence;
14.1.2 fraud or fraudulent misrepresentation; and
14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
14.2 Subject to clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
14.2.1 loss of profits;
14.2.2 loss of sales or business;
14.2.3 loss of agreements or contracts;
14.2.4 loss of anticipated savings;
14.2.5 loss of use or corruption of software, data or information;
14.2.6 loss of or damage to goodwill; and
14.2.7 any indirect or consequential loss.
14.3 Subject to clause 14.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
14.4 We have given commitments as to compliance of the Services with the relevant specification in clause 7.2. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.5 Unless you notify us that you intend to make a claim in respect of a breach of contract or law within the notice period, we shall have no liability for that breach of contract or law. The notice period starts on the day on which you became, or ought reasonably to have become, aware of the event (giving rise to the claim) having occurred and expires six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
14.6 This clause 14 will survive termination of the Contract.
15.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 15.2.
15.2 We each may disclose the other’s confidential information:
15.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
16.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
16.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within five working days of you being notified in writing to do so;
16.1.2 you fail to pay any amount due under the Contract on the due date for payment;
16.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
16.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
16.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
16.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
16.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
17 COMMUNICATIONS BETWEEN US
17.1 When we refer to “in writing” in these Terms, this includes email.
17.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice or other communication is deemed to have been received:
17.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
17.3.3 if sent by email, at 9.00 am the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause 17 will not apply to the service of any proceedings or other documents in any legal action.
18.1 Anti-bribery. We comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010.
18.2 Assignment and transfer.
18.2.1 We may assign or transfer our rights and obligations under the Contract to another entity.
18.2.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.3 Variation. Any variation of the Contract only has effect if it is in writing and signed by us (or our authorised representative).
18.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.5 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.7 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.