Standard terms and conditions for the supply of services
1. Definitions and Interpretation
1.1 These terms and conditions are the standard trading terms and conditions of Imago @ Loughborough Ltd, trading as Imago Venues, and shall apply to any agreement entered into between Imago Venues and a customer for the hire or use of any of the facilities owned and operated by Loughborough University and which Imago Venues hires on behalf of Loughborough University, including the Link Hotel, Burleigh Court, Holywell Park, Elite Athlete Centre and Hotel, and Loughborough Campus.
1.2 The following definitions and rules of interpretation apply in these Conditions:
Agreement: the agreement between Imago Venues and the Customer for the supply of the Services according to the specification set out in the Booking Contract and any subsequent variations as documented on the Function Sheet and subject to these Conditions.
Attendee: any attendee, delegate, representative, or other person attending an Event.
Booking Contract: the document setting out the specification of the Services between Imago Venues and the Customer for the supply of Services in accordance with these Conditions and including the Function Sheet and any subsequently agreed variations.
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 by the Customer for the provision of the Services in accordance with clause 5 (Charges and payment).
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Customer: the person, firm, or organisation that receives the benefit of the Services from Imago Venues, whether purchased directly or indirectly through a third-party booking agent. Where a third-party agent is used to book and/or purchase the Services, the Agreement will be between Imago Venues and the Customer.
Customer Default: has the meaning set out in clause 4.2.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Event: any activity for which the Customer purchases the Services.
Facilities: means any, all, or part of the following venues: The Link Hotel, Burleigh Court, Holywell Park, Elite Athlete Centre and Hotel, and Loughborough Campus.
Function Sheet: the document setting out the full agreed specification of the Services following the Commencement Date as updated from time to time to incorporate agreed variations to the Agreement.
Services: the services, being the hire and/or use of all, any, or any part of the Facilities, as set out in the Booking Contract.
Third-Party Supplier: any supplier engaged directly by the Customer in connection with an Event.
1.3 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) 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.
(c) Unless the context otherwise requires, words in the singular include the plural and, in the plural, include the singular.
(d) A reference to writing or written includes fax and email.
2. Basis of Agreement
2.1 The provision of the Booking Contract constitutes an offer by Imago Venues to supply the Services set out therein in accordance with these Conditions.
2.2 When the Customer confirms the reservation (whether orally or in writing) on the terms set out in the Booking Contract, the offer shall be deemed accepted at which point and on which date the Agreement shall come into existence (Commencement Date).
2.3 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Supply of Services
3.1 Imago Venues shall supply the Services to the Customer in accordance with the Booking Contract in all material respects.
3.2 Imago Venues reserves the right to amend the specification of the Services as set out in the Booking Contract if:
(a) it is necessary to comply with any applicable law or regulatory requirement; or
(b) in the reasonable opinion of Imago Venues, it is necessary to ensure the safety of the Attendees; or
(c) it is necessary to preserve the condition of the Facilities; or
(d) if the amendment will not materially affect the nature or quality of the Services, and Imago Venues shall notify the Customer in any such event.
4. Customer's obligations
4.1 The Customer shall:
(a) ensure that the terms of the Booking Contract are complete and accurate and that a signed version is returned to Imago Venues by the time specified in the Booking Contract;
(b) co-operate with Imago Venues in all matters relating to the Services;
(c) provide Imago Venues with such information and materials as Imago Venues may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects, and is provided within the timeframe specified by Imago Venues and in any event within 21 days prior to the Event;
(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 to start, and ensure that any Third-Party Supplier has all necessary licences, permissions and consents required;
(e) comply with the policies of Imago Venues and Loughborough University notified to the Customer by Imago Venues, and ensure that all Attendees and any Third-Party Supplier shall comply with them;
(f) ensure that the Facilities, and all equipment, furnishings and other property of Imago Venues or Loughborough University (University Property) is maintained in good condition throughout the Event and until conclusion of the Services;
(g) ensure that it obtains the express prior written consent of Imago Venues to undertake any alteration to any of the furnishings, fixtures, fittings, or decorations of the Facilities;
(h) comply with any additional obligations as set out in the Booking Contract.
4.2 If Imago Venue’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Imago Venues shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Imago Venue’s performance of any of its obligations;
(b) Imago Venues shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Imago Venue’s failure or delay to perform any of its obligations under this Agreement as a result of Customer Default; and
(c) the Customer shall reimburse Imago Venues on written demand for any costs or losses sustained or incurred by Imago Venues arising directly or indirectly from the Customer Default.
5. Charges and payment
5.1 Save that Imago Venues shall be entitled to charge for any additional services provided that are not set out in the Booking Contract, the Charges for the Services shall be as set out in the Booking Contract.
5.2 Imago Venues reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
5.3 The Charges shall be payable in the following instalments:
(a) 35% of the Charges to be paid upon the Commencement Date;
(b) the remainder of the Charges 2 weeks before the Event date.
5.4 The Customer shall pay each invoice submitted by Imago Venues:
(a) within 14 days of the date of the invoice, or in accordance with any credit terms agreed by Imago Venues and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by Imago Venues, and time for payment shall be of the essence of the Agreement.
5.5 An invoice submitted by Loughborough University in respect of the Services shall be treated as if it were submitted by Imago Venues.
5.6 All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by Imago Venues to the Customer, the Customer shall, on receipt of a valid VAT invoice from Imago Venues, pay to Imago Venues 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.
5.7 If the Customer fails to make a payment due to Imago Venues under the Agreement by the due date, then, without limiting Imago Venues’ remedies under clause 9, the Customer shall 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 5.6 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%.
5.8 All amounts due under the 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 Subject to Clause 6.2, Imago Venues grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to use Imago Venue’s logos for the sole purpose of publicising the Services and/or the Event;
6.2 The Customer shall submit a proof of any material that it wishes to publish containing any of Imago Venues’ logos for approval and shall ensure that no materials containing Imago Venues’ logos are published until consent has been provided by Imago Venues.
6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.1.
6.4 The licence granted at clause 6.1 above shall immediately terminate upon completion of the Services or upon earlier termination of this Agreement in accordance with clause 9.
7. Data protection and data processing
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Imago Venues is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
7.3 Without prejudice to the generality of clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Imago Venues for the duration and purposes of the Agreement.
7.4 Without prejudice to the generality of clause 7.1, Imago Venues shall, in relation to any Personal Data processed in connection with the performance by Imago Venues of its obligations under the Agreement:
(a) process that Personal Data only on the written instructions of the Customer unless Imago Venues is required by the Data Protection Legislation or other legal or regulatory obligation to otherwise process that Personal Data;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or Imago Venues has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) Imago Venues complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Imago Venues complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by the Data Protection Legislation to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7.
7.5 The Customer consents to Imago Venues appointing a third-party processor of Personal Data under the Agreement. Imago Venues confirms that it will enter into a written agreement with the third-party processor incorporating terms which are substantially similar to those set out in this clause 7. As between the Customer and Imago Venues, Imago Venues shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.
8. Insurance and liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1 The Customer is responsible for making its own arrangements for insurance and shall ensure that it obtains and maintains throughout the term of this Agreement adequate insurance to cover all its liabilities under this Agreement.
8.2 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.3 Imago Venues shall not be liable to the Customer for loss or damage to any of the Customer’s property, equipment or materials.
8.4 Subject to clauses 8.2 and 8.3, Imago Venues’ total liability to the Customer shall not exceed the amount of the Charges payable under the Agreement. Imago Venues’ total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.
8.5 The Customer shall indemnify Imago Venues for any liabilities, costs, expenses, damages, or losses arising out of or in connection with the Agreement to the extent that it is caused by the Customer’s breach of the Agreement, negligence, or breach of statutory of other legal duty.
8.6 This clause 8 shall survive termination of the Agreement.
9. Termination
9.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect and without giving any notice to the other party if either party commits a material breach of its obligations under the Agreement and (if such a breach is remediable) fails to remedy that breach within a reasonable period of being notified on the breach.
9.2 Without affecting any other right or remedy available to it Imago Venues may terminate the Agreement with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Agreement on the due date for payment;
(b) the Customer fails to pay any amount due under any other Agreement it has entered into with Imago Venues for more than 30 days;
(c) the Customer breaches any of the obligations set out at clause 4.1;
(d) Upon carrying out a credit check, Imago Venues is not satisfied that the Customer’s financial position is sufficient to discharge its liabilities under this Agreement, or if its financial position deteriorates to such an extent that in the opinion of Imago Venues it cannot adequately fulfil its obligations under the Agreement;
(e) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business;
(f) Imago Venues reasonably believes that the Event will, or is likely to cause damage to the reputation of Imago Venues or Loughborough University;
(g) The Event materially changes from that set out in the Booking Contract.
9.3 Subject to Clause 9.4, the Customer may terminate the Agreement upon giving written notice to Imago Venues if:
(a) The Customer wishes to cancel the Event and no longer requires the Services;
(b) The Customer wishes to amend the Booking Contract in order to reduce the Scope of Services.
9.4 Upon termination in accordance with clause 9.2 or 9.3, the Customer shall pay a percentage of the Charges calculated in accordance with the amount of notice provided prior to the Event. The following scale shall apply:
(a) 35% 3 months’ or more notice;
(b) 50% 2 months’ notice;
(c) 75% 1 months’ notice;
(d) 90% 2 weeks’ notice;
(e) 100% less than 2 weeks’ notice.
9.5 Imago Venues shall give credit for any amounts already paid under the Agreement.
9.6 The parties agree that the charges set out above represent a genuine pre-estimate of the losses that will be suffered by Imago Venues in the event of cancellation or a reduction in the scope of Services.
9.7 Imago Venues agrees to use reasonable endeavours to re-let the Facilities and may in its sole discretion reduce or waive the charges payable pursuant to clause 9.4 above.
10. Consequences of termination
10.1 On termination of the Agreement:
(a) the Customer shall immediately pay to Imago Venues all of the outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted Imago Venues shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) If the Agreement is terminated by Imago Venues prior to the Services being performed and pursuant to clauses 9.2(f) or (g), Imago Venues shall refund to the Customer any amount of the Charges paid by the Customer, subject to deduction of any costs, charges, fees, or expenses already incurred by Imago Venues in connection with the Services.
10.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
10.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
11. General
11.1 Force Majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Confidential Information. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.
11.3 Entire agreement. The 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.
11.4 Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
11.5 Variation. Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the 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 the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the 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 the Agreement.
11.8 Third party rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
11.9 Governing law. The 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 law of England and Wales. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
