Venue Hire Terms

1  Background

1.1 These terms and conditions (“Terms and Conditions”), together with the Booking Form, shall collectively constitute the agreement (the “Event Contract”).

1.2 This Event Contract is between the Customer named on the Booking Form and the HeadBox Host named on the Booking Form (even where HeadBox has negotiated or agreed the terms of the Booking Form on behalf of either party).

2 Interpretation & Definitions

2.1 In these Terms and Conditions, the definitions and rules of interpretation in this clause shall apply.

“Additional Services”	means any additional Services such as, but not limited to, catering, audiovisual equipment, and entertainment supplied to the Customer via Host Services or via third party suppliers as part of an Event.
“Agreed Total Cost”	means the Space Fees plus the Damage Deposit.
“Attendee”	means the Customer’s guests, employees, representatives, agents, contractors, sub-contractors at the Event and any other persons invited by any of those categories of Attendee.
“Booking Request”	means an offer by a Customer to rent a Space or receive Additional Services or Host Services and which may be accepted or rejected by a HeadBox Host.
“Booking Request Period”	5 Business Days from the date of a Booking Request.
“Confidential Information”	means any information relating to the business of the disclosing party which is not publicly available, including: any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; the fact that discussions and negotiations are taking place and the status of those discussions and negotiations; the terms of this Event Contract; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the disclosing party, including the commercial know-how, specifications, inventions, processes, initiatives, affairs, customers, clients or Guests of the other party.
“Customer”	means the party named as the Customer on the Booking Form.
“Customer MSA”	the contract between HeadBox and the Customer in relation to the Site.

“Data Protection Laws”	all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
"Damage Deposit"	means the sum required by a HeadBox Host to be held against potential damage to a Space.
“Equipment”	means any equipment supplied by the HeadBox Host to the Customer for the Event.
“Event”	means an event taking place at a particular time and date in a Space rented from a HeadBox Host.
“Event Contract”	means the agreement between a HeadBox Host and a Customer for the hire of a Space and any associated Host Services and/or Additional Services for the Hire Period consisting of these Terms and Conditions and the Booking Form.
“Booking Form”	means the form which sets out the specific requirements of the Customer in relation to an Event, including but not limited to the Space, the Hire Period and the number of Attendees.
“Force Majeure Event”	means any fire, flood, earthquake, act of God, war, governmental act (other than a change of Law), riot, civil disorder, rebellion or revolution; pandemic, epidemic or other public health event falling short of either in each case which is beyond the affected party’s reasonable control, or any other event of a similar nature beyond the affected party’s reasonable control and to which it did not contribute which, for the avoidance of doubt, shall not include any industrial dispute affecting the affected party or any of its subcontractors.
“HeadBox”	means HeadBox Solutions Ltd, Company Registration Number 09410663 and registered address: 3rd Floor, 24 Chiswell Street, London EC1Y 4YX
“HeadBox Host”	means the party named as the HeadBox Host in the Booking Form.
“HeadBox Host MSA”	the contract between the HeadBox Host and HeadBox in relation to the Site.
“Health and Safety Regulations”	means any and all health and safety legislation in force in the United Kingdom.
“Hire Period”	means the duration for which a HeadBox Host's Space has been rented out by a Customer, as set out in the Booking Form.
“Host Services”	means any related services including catering, design, delivery or other services which the Host agrees to provide to a Customer during the Hire Period.
“Personal Data”, “Processing”	shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
"Services"	means any one or more of the following services: Hosts Services or Additional Services.
“Site”	means www.headbox.com and any other website through which HeadBox makes the Services available.
“Space”	means the space, as set out in the Booking Form, provided by the HeadBox Host to the Customer and located in the Venue.
“Space Fees”	means the amount determined by the HeadBox Host as payable by a Customer for an Event as set out in the Booking Form (plus any taxes in respect of such fees such as VAT).
“Venue”	means the premises where the Space is located, as specified in the Booking Form.

2.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Event Contract.

2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a person includes its personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.4 Unless the context otherwise requires: (i) words in the singular shall include the plural and words in the plural shall include the singular; and (ii) a reference to one gender shall include a reference to the other genders.

2.5 Reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced.

2.6 The words “including”, “include”, “for example”, “in particular”, “such as” and words of similar effect shall be construed as illustrative and shall not limit the general effect of the words which precede them.

2.7 A reference to writing or written includes emails.

3 Basis of Booking

3.1 Where a booking is requested via the Site for a Space and/or Services, the HeadBox Host shall either confirm or reject the Booking Request within the Booking Request Period, otherwise the Booking Request will be automatically cancelled and the Customer’s offer will lapse.

3.2 A binding contract is formed between the HeadBox Host and the Customer in accordance with the Customer MSA or HeadBox Host MSA (as applicable).

3.3 The Event Contract will comprise of the following documents in the following order or priority to the extent of any conflict or inconsistency between the same:

a) The Booking Form;

b) These Terms and Conditions.

3.4 These Terms and Conditions apply to the Event Contract to the exclusion of any other terms that the Customer and/or the HeadBox Host seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.5 The Customer represents and warrants to the HeadBox Host that HeadBox has the authority to act on the Customer’s behalf and to bind the Customer in connection with the Event Contract and that the HeadBox Host shall be entitled to rely on all acts, communications, representations and warranties of HeadBox made in relation to the Customer in connection with the Event Contract. The Customer shall be deemed to have received copies of all correspondence and communications from the HeadBox Host provided to HeadBox in connection with the Event Contract. The Customer remains liable for all its obligations under the Event Contract as principal notwithstanding the nomination of HeadBox as the Customer’s agent and Payment Agent in connection with the Event Contract.

3.6 The HeadBox Host represents and warrants to the Customer that HeadBox has the authority to act on the HeadBox Host’s behalf and to bind the HeadBox Host in connection with the Event Contract and that the Customer shall be entitled to rely on all acts, communications, representations and warranties of HeadBox made in relation to the HeadBox Host in connection with the Event Contract. The HeadBox Host shall be deemed to have received copies of all correspondence and communications from the Customer provided to HeadBox in connection with the Event Contract. The HeadBox Host remains liable for all its obligations under the Event Contract as principal notwithstanding the nomination of HeadBox as the HeadBox’s agent and Payment Agent in connection with the Event Contract.

4 HeadBox Host’s Obligations

4.1 The HeadBox Host shall represent and warrant that it will at all times:

(a) ensure that its Space is of a high standard and quality and is kept clean, tidy and safe for the Customers and its Attendees to use;

(b) comply with this Event Contract and any other obligations to the Customer, including any claims the HeadBox Host makes relating to the Space and/or the Services;

(c) comply with all applicable legislation and recognised industry standards in providing the Space and/or the Services, including fire, safety, building and other codes and regulations;

(d) have in place and maintain procedures and policies concerning fire safety, and all appropriate safety and security measures at the Space and make available such policies to the Customer on request;

(e) act in a professional manner and with all reasonable diligence, skill and care;

(f) act in good faith when dealing with the Customer and its Attendees; and

(g) not (by act or omission) do anything that may adversely affect the reputation of the brand of the Customer.

4.2 The HeadBox Host further warrants and undertakes that, where the HeadBox Host provides Host Services in addition to the hire of the Space:

(a) it and its subcontractors and service providers will perform the Host Services with reasonable skill and in accordance with recognised industry practice and standards and in any event, to the reasonable satisfaction of the Customer;

(b) the Space and all of its subcontractors and service providers are of a good standard and appropriate for the intended use;

(c) the Host Services will conform in all material respects with all descriptions and specifications provided to the Customer by HeadBox and will be available to the Customer for the agreed Hire Period;

(d) all of its employees, agents and contractors carrying out the Host Services shall be suitably qualified with appropriate levels of training, experience and seniority to carry out the Host Services;

(e) the Host Services will be provided in accordance with all applicable legislation from time to time in force and the HeadBox Host will inform the Customer as soon as it becomes aware of any changes in that legislation to the extent that such change may have a material impact on the Host Services or an Event;

(f) the Host shall be responsible for ensuring that the Customer’s and its Attendees’ use of the Space is free from outside distractions, disturbances and interruptions, including, without limitation, disturbances from other events being held at the same location and in the immediate vicinity of the Customer’s event;

(g) at all times during the Hire Period, the HeadBox Host shall ensure that the Space shall be in at least materially the same condition as it was on the date of the Booking Request; and

(h) the HeadBox Host will notify the Customer via the Site or otherwise immediately on becoming aware of any event or circumstance that has caused or may cause a delay in the commencement or completion of the Host Services or may affect any matter relating to an Event and shall remedy at its own cost any part of the Host Services which do not conform to these Terms and Conditions.

5 Customer’s Obligations & Damage to Spaces

5.1 The Customer shall:

(a) Ensure that any information provided in the Booking Form is complete and accurate;

(b) Use the Space in accordance with the Booking Form and this Event Contract;

(c) Act in a reasonable manner and comply with the HeadBox Host’s requirements in all matters relating to the Space and the Event;

(d) Provide the HeadBox Bost with such information and materials as the HeadBox Host may reasonably require (including specific dietary information and any reasonable adjustments), and ensure that such information is accurate in all material respects;

(e) Obtain and maintain all necessary licences and permissions which may be required before the Hire Period is to start, including any necessary licences in respect of the Customer’s supply and consumption of alcohol;

(f) Keep all materials, Equipment, documents and other property of the HeadBox Host in the Space free from damage and in good condition, and not use it other than in accordance with the HeadBox Host’s instructions or authorisation;

(g) Be responsible for its own acts and omissions and for the acts and omissions of any Attendees;

(h) Not to or permit to be done anything on the Venue which is illegal or which may be or become an nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the HeadBox Host or to any other customers of the HeadBox Host, or any owner or occupier of neighbouring property;

(i) Be required to forfeit part or all of the Damage Deposit if it or its Attendees use a Space in a way that contravenes this Event Contract, subject to the HeadBox Host providing the necessary evidence.

5.2 In the event that a HeadBox Host provides evidence of damage, including but not limited to photographic evidence, the Customer shall pay the cost of replacing the damaged items with equivalent items and authorises the HeadBox Host (or HeadBox acting on behalf of the HeadBox Host as its payment agent (“Payment Agent”)) to deduct any damages from the Damage Deposit.

5.3 After being notified of the claim and given forty-eight (48) hours to respond, payment will be deducted from the Customer’s Damage Deposit, unless the Customer elects to have the matter referred to mediation with HeadBox.

5.4 Where a dispute is referred to HeadBox, the provisions of the Customer MSA and the HeadBox Host MSA will apply.

5.5 If the HeadBox Host does not provide evidence of damage, including but not limited to photographic evidence, within 24 hours of the end of the Hire Period, then the HeadBox Host agrees to return (or procure the return of) the Damage Deposit to the Customer immediately.

6 Payment, Fees & Charges

6.1 The Customer is required to pay 100% of the Agreed Total Cost to HeadBox in accordance with the provisions of the Customer MSA.

6.2 The Customer is required to pay to HeadBox any other charges which arise subsequent to the fees payable in clause 6.1 within thirty (30) days of the start date of the Hire Period in accordance with the provisions of the Customer MSA.

6.3 The HeadBox Host acknowledges that all payments due from the Customer will be paid to the HeadBox Host by HeadBox in accordance with the provisions of the HeadBox Host MSA.

6.4 Both parties acknowledge that all payments are held by HeadBox in a dedicated client bank account and held on trust for the relevant party in accordance with the terms of the Customer MSA or HeadBox Host MSA (as applicable). 

6.5 All payments shall be subject to the cancellation terms set out in clause 11.

7 Damage Deposit

7.1 The Damage Deposit due shall be twenty (20%) percent of the Space Fees (unless otherwise agreed by the HeadBox Host).

8 Payment Agent

8.1 The Customer acknowledges that the HeadBox Host has appointed HeadBox as the HeadBox Host's Payment Agent solely for the purpose of accepting the Agreed Total Cost from the Customer and (where applicable) returning some or all of the Damage Deposit to the Customer following the Hire Period.

8.2 The HeadBox Host and the Customer agree that payment made by the Customer through HeadBox shall be deemed the same as a payment made directly by the Customer to the HeadBox Host, and the HeadBox Host shall make the Space available to the Customer in accordance with the Event Contract as if the HeadBox Host has received the Agreed Total Cost in full discharge of the Customer’s obligation to pay the Agreed Total Cost.

8.3 The HeadBox Host and the Customer agree that payment made by the HeadBox Host through HeadBox in relation to the return of some or all of the Damage Deposit (where applicable) and/or return of the applicable percentage of the Space Fees following cancellation in accordance with clause 11 shall be deemed the same as a payment made directly by the HeadBox Host to the Customer in full discharge of the HeadBox Host’s payment obligations in relation to the Damage Deposit and/or the Space Fees following cancellation (as applicable).

8.4 Failure by either party to make a payment to HeadBox or to allow the return of a payment by HeadBox (as required) in accordance with this Event Contract shall constitute a breach of this Event Contract by the relevant party and the provisions of clause 11 shall apply. For the avoidance of doubt, neither party shall have any remedy against HeadBox for such failure.

9 Hire Period

9.1 The Hire Period shall be the time set out in the Booking Form.

9.2 Unless otherwise agreed between the parties, the Customer and/or its Attendees shall not be permitted to access the Space outside the Hire Period. Where the Customer and/or its Attendees occupy the Space outside the Hire Period, the HeadBox Host shall charge an additional fee, charged in whole hour units either at the HeadBox Host’s hourly rate as set out in the Booking Form, or where not specified, at an hourly rate calculated as the Space Fees divided by the number of hours in the Hire Period.

10 Attendee Numbers

10.1 The Customer shall state in the Booking Form the number of Attendees to attend the Event. The Customer shall pay an additional fee for each Attendee attending above the number stated in the Booking Form.

11 Cancellation

11.1 The Customer may terminate the Event Contract by notifying the HeadBox Host in writing (copied to HeadBox via the Site), subject to the payment of the cancellation charges set out below, calculated as a percentage of the Space Fees:

Period of written notice before the first day of the Hire Period	Charge calculated as % of value of Space Fees
At least thirty (30) days	25%
At least fifteen (15) days but fewer than thirty (30) days	50%
At least seven (7) days but fewer than fifteen (15) days	75%
Fewer than seven (7) days	100%

11.2 The Customer may rearrange the date on which the Space is to be hired by notifying the HeadBox Host in writing (copied to HeadBox via the Site), subject to the rearrangement charges set out below, calculated as a percentage of the Space Fees:

Period of written notice before the originally agreed first day of the Hire Period	Charge calculated as % of value of Space Fees
At least thirty (30) days	No charge
At least fifteen (15) days but fewer than thirty (30) days	20%
At least seven (7) days but fewer than fifteen (15) days	35%
Fewer than seven (7) days	50%

11.3 The HeadBox Host may terminate the Event Contract with immediate effect, by giving written notice to the Customer (copied to HeadBox via the Site) if the Customer fails to pay any amount as set out in clause 6.1.

11.4 Each party may terminate the Event Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of the Event Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach.

11.5 Termination or expiry of the Event Contract shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of this Event Contract which existed at or before the date of termination or expiry.

11.6 Any provision of this Event Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect following termination or expiry of this Event Contract.

12 Liability

12.1 The Customer shall be liable for all loss, damage, personal injury or death arising out of or in connection with the Event, except to the extent that such loss and damage is caused by the negligence of the HeadBox Host, its employees or agents.

12.2 The Customer shall be liable for any loss or damage to the Space and to the property, furnishings, decoration, paintings or objects in the Space caused by any act or omission of the Customer and/or its Attendees, and shall pay to the HeadBox Host on demand the amount required to remedy any such damage (including where such amount exceeds the Damage Deposit).

12.3 The HeadBox Host shall not accept liability for loss or damage to any article, object, equipment, furniture, stock or other property of any sort brought into the Space by the Customer or its Attendees, howsoever such loss or damage occurs, except to the extent that such loss and damage is caused by the HeadBox Host’s negligence. All such property will remain under the care and control of the Customer and is entirely at the Customer’s own risk.

12.4 In no event shall either party be liable to the other party whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of sales or business, loss of business opportunity, loss of anticipated savings or loss of or damage to goodwill, whether the same are suffered directly or indirectly, or otherwise for any indirect or consequential loss, arising under or in connection with this Event Contract, whether or not that party had been informed of or made aware that there was a serious possibility of such loss.

12.5 Subject to the provisions of this clause 12, including clause 12.6, the aggregate liability of each party for any and all claims under this Event Contract shall not exceed £5,000,000, howsoever that liability arises including (without limitation) breach of contract, tort, negligence, breach of warranty or breach of statutory duty.

12.6 Nothing in this Clause 12 shall be interpreted as excluding or restricting the legal liability:

(a) Of either party to the other party for death or personal injury resulting from its own negligence, that of its employees, its agents or sub-contractors; or

(b) Of either party for any fraudulent misrepresentation; or

(c) Of the HeadBox Host for damage to private property caused by defective goods supplied by the HeadBox Host; or

(d) Anything else that it would be unlawful for either party to exclude (or attempt to exclude) or restrict liability for.

and for the avoidance of doubt, nothing in this Event Contract shall be construed as adversely affecting the Customer’s statutory rights.

13 Services Providers

13.1 The Customer shall not engage any services provider of its choice to provide services such as, but not limited to, audio-visual equipment and operation, floral, security, photographic, labour, entertainment and other similar services required by the Customer at the Space during the Hire Period without the prior written consent of the HeadBox Host.

13.2 Where the HeadBox Host consents to the use of any service providers, the HeadBox Host may charge a surcharge for use of such outside service providers and shall reasonably cooperate with such outside service providers. The HeadBox Host will supply supplemental equipment and resources on an as-needed basis, at such rates as the parties may agree in writing.

13.3 Any equipment (whether audio, visual or otherwise) not being the Equipment of the HeadBox Host that is brought into the Space is at the Customer’s risk and the prior written consent of the HeadBox Host must be obtained.

13.4 Where the HeadBox Host consents to the use of any such equipment, the Customer shall ensure that all such equipment shall be used by or on behalf of the Customer solely by competent operators safely and without risk to health and safety and shall not be used for any purpose other than that for which it is designed or is reasonably practicable.

14 Right of Access

14.1 The HeadBox Host shall retain the right of access to the Space during the Hire Period but shall not unreasonably interfere with the Event’s proceedings provided they are in accordance with this Event Contract.

15 Insurance

15.1 The parties agree that, both during the term of this Event Contract and for a period of three (3) years from the termination of this Event Contract, they shall each obtain and maintain in force an insurance policy which grants the primary cover set out below.

15.2 In respect of the HeadBox Host:

(a) Public and products liability insurance cover up to a limit of no less than £5 million;

(b) Employers’ liability insurance cover up to a limit of no less than £10 million; and

(c) Professional indemnity insurance cover up to a limit of no less than £1 million.

15.3 In respect of the Customer:

(a) Public liability insurance cover up to a limit of no less than £5 million; and

(b) Employers’ liability insurance cover up to a limit of no less than £5 million.

15.4 Each party shall, at the request of the other party, provide copies of such insurance policies and insurance certificates evidencing compliance with the above insurance requirements.

15.5 The terms of any insurance, the amount of any cover, or any of the terms of this clause shall not relieve either party of any of its liabilities arising out of or in connection with this Event Contract.

15.6 Neither party shall, by its acts or omissions, cause or allow any policy of insurance referred to above to become invalid or void.

16 Health and Safety

16.1 The Customer must comply with all Health and Safety Regulations. The Guest shall notify the Host immediately on becoming aware of any accident or injury occurring in the Space. All electrical equipment brought into the Space must meet safety standards equivalent to those required under PAT Testing Regulations and must have a current PAT Certificate (“Certificate”) or equivalent, which must be presented to the Host on the day of the event.

17 Confidentiality

17.1 Each party undertakes not to disclose to any person any Confidential Information except as permitted in this clause 17.

17.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers to the extent that they 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 Event Contract. 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; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 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 Event Contract.

17.4 This clause 17 shall survive termination of this Event Contract.

18 No tenancy

18.1 The Customer acknowledges that under this Event Contract the HeadBox Host grants to the Customer a personal, non-transferable and non-sublicensable licence to occupy the Space during the Hire Period. There is no intention on the part of the HeadBox Host or the Customer to enter into a tenancy or to give the Customer or any other person any interest in the Space or any other part of the Venue or to confer exclusive possession of the Space or any other part of the Venue upon the Customer or any other person.

19 Data Protection

19.1 Each party shall comply with all applicable requirements of the Data Protection Laws in the Processing of Personal Data of the other party (and in the case of the Customer, its Attendees).

20 General

Variation

20.1 Except as otherwise provided for in this Event Contract, no variation of this Event Contract shall be valid unless it is in writing and agreed to by both parties.

Notices

20.2 All notices and communications required to be given to a party must be in writing and should be either delivered by hand, sent by pre-paid first-class post, recorded delivery or commercial courier addressed to the party at the address set out in the Booking Form or sent by e-mail to the party’s last known email address

20.3 Such notice or communication shall be deemed to have been received:

(a) if delivered by hand, when left at the address set out on the Booking Form;

(b) if sent by pre-paid first-class post or recorded delivery to an address within the country of postage, at 9.00am two (2) Business Days after posting it;

(c) if delivered by commercial courier, on the date and at the time that the courier's receipt of delivery at the address set out on the Booking Form is signed; or

(d) if sent by email, at the time of a delivery receipt.

20.4 If deemed receipt under this clause 20 occurs on a day that is not a Business Day, then the notice will be deemed to have been received on the next Business Day.

20.5 This clause 20 shall not apply to the service of any proceedings or other documents in any legal action.

Entire Agreement

20.6 This Event Contract constitutes the entire agreement and understanding between the parties in respect of its subject matter and supersedes any previous agreement, warranty, statement, representation, understanding, or undertaking (in each case whether written or oral) given or made before the date of this Event Contract by or on behalf of the parties and relating to its subject matter (save for the details and information provided by the HeadBox Host in relation to the Space on the Site).

20.7 Each party acknowledges that in entering into this Event Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject-matter of this Event Contract at any time before signature, other than those which are set out in this Event Contract or on the Site.

20.8 Nothing in this Event Contract shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation or fraudulent concealment.

Subcontracting

20.9 The HeadBox Host may supply the Services through sub-contractors but this shall not relieve the HeadBox Host from any of its obligations under this Event Contract.

Assignment

20.10 Neither party shall assign this Event Contract without the prior written consent of the other party. Any attempted assignment in contravention of this clause shall be null and void.

Waiver

20.11 No failure or delay by a party to exercise any right or remedy provided under this Event Contract or by applicable law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies

20.12 Except as expressly provided in this Event Contract, the rights and remedies provided under this Event Contract are in addition to, and not exclusive of, any rights or remedies provided by applicable law.

Applicable Laws

20.13 In performing their obligations under this Event Contract, the parties shall comply with all applicable laws from time to time.

Force Majeure

20.14 Neither party will be liable to the other party for any delay or non-performance of its obligations under the Event Contract (other than payment obligations) to the extent it arises from a Force Majeure Event, subject to the affected party:

(a) promptly notifying the other party in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance; and

(b) using its reasonable endeavours to perform its obligations and to limit the effect of the delay or non-performance on the other party.

Severance

20.15 To the extent that any provision (or part of any provision) of this Event Contract is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision (or that part of any provision) shall be deemed not to be a part of this Event Contract, and such finding shall not affect the enforceability of the remainder of this Event Contract.

20.16 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

No partnership

20.17 Nothing in this Event Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose unless expressly agreed otherwise by the parties. No party shall have authority to act as agent for, or to bind, the other party in any way unless expressly agreed otherwise by the parties.

Third Party Rights

20.18 Except as set out in clause 8 in relation to HeadBox, any person who is not a party to this Event Contract shall not have any rights under or in connection with it. This Event Contract does not confer any rights on any person or party (other than the parties to this Event Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third parties) Act 1999.

Governing Law

20.19 This Event Contract, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law.

Jurisdiction

20.20 The parties agree to submit to the exclusive jurisdiction of the courts of England to settle any dispute or claim arising out of or in connection with this Event Contract or its subject matter (including non-contractual disputes or claims).