Smart Group 2

Customer Terms & Conditions

1. DEFINITIONS

  • "Booking" means the Customer's booking for the Hospitality Package as detailed in the invoice or Booking Details Form
  • "Booking Details Form" means the document or invoice confirming the Hospitality Package which incorporates these Conditions, as issued by Smart
  • "Conditions" means the standard terms and conditions of sale set out in this document;
  • "Contract" means a legally binding contract made in accordance with Condition 2 of the Conditions;
  • "Customer" means the purchaser of the Hospitality Package;
  • "Deposit" means the deposit payable as detailed on the Seller's invoice or Booking Details Form or as otherwise notified by the Seller in writing;
  • "Event" means the event to which the Hospitality Package relates;
  • "Factsheet" means the information concerning Hospitality Packages available from the Seller as detailed in the Seller's marketing literature and/or on the Seller's website;
  • "Hospitality Package" means the hospitality package to be sold to the Customer by the Seller which may include without limitation; a ticket to the Event together with catering at the Event within the facilities at or in the vicinity of the location where the Event is to be staged;
  • "Price" means the price of the Hospitality Package detailed on the Seller's invoice or as otherwise notified by the Seller in writing;
  • "Proposal" means a proposal issued by the Seller to the Customer detailing the Hospitality Package;
  • "Request" means a written request by the Customer to the Seller of the Hospitality Package;
  • "Seller" means Smart Experiences, a trading name of as Smart (Group) Limited which is registered in England under company number 03683916;
  • "Tickets" means the tickets, vouchers, passes or badges relating to the Hospitality Package;
  • "Venue" means all areas of the location where the Hospitality Package is to staged, including the Event location, car parks, all public areas and official hospitality areas

1.1 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.2 Any reference in these Conditions to any provision of a statue shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender.

2. BASIS OF SALE

2.1 The Seller may issue a Proposal to the Customer detailing the Hospitality Package on offer or the Customer may issue a Request to the Seller detailing the Hospitality Package required.

2.2 The acceptance by the Seller of a confirmation of requirements for the booking of a Hospitality Package by the Customer shall supersede any Proposal or Request (neither of which shall have any contractual force or effect), and the acceptance of such a confirmation shall constitute an offer by the Seller to sell the Hospitality Package to the Customer subject to these Conditions.

2.3 Subject to the availability of the relevant Hospitality Package at the time of such receipt by the Seller, the receipt by the Seller of an email booking confirmation or the receipt of a posted/faxed signed Booking Details Form (whichever event shall occur sooner), and additionally the receipt of the Deposit from the Customer shall constitute acceptance of the booking by the Seller and shall create a Contract subject to these Conditions. Until the receipt by the Seller of confirmed Booking by the Customer and the deposit payment in cleared funds has been received by the Seller, the Booking shall be conditional and the Seller shall be entitled to terminate the Contract and shall be under no obligation to provide the Customer with the Booking or any part of it.

2.4 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Customer in the form of a Proposal, or upon which the Request is accepted or purported to be accepted by the Seller.

2.5 Subject to Condition 3.1 of these Conditions, no variation of the Contract shall be binding unless agreed in writing by an authorised representative of the Seller. The Seller reserves the right not to vary the Contract

2.6 The Seller's employees or agents are not authorised to make any representations concerning the Hospitality Package unless confirmed by the Seller in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not confirmed in writing. This Condition shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

2.7 Any typographical, clerical or other error or omission in any Factsheet or other sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. VARIATION

3.1 Whilst every reasonable effort will be made to ensure that the Hospitality Package is in accordance with the details as set out on the Factsheet, the Seller reserves the right in the Seller's absolute discretion to make any changes to the Hospitality Package which do not in the opinion of the Seller materially affect the quality of the Hospitality Package.

3.2 The Seller reserves the right to vary if necessary the details specified on the Booking Details Form and in the event of a material variation to Booking the Seller shall notify the Customer as soon as possible. The Seller shall use reasonable endeavours to replace the particular part of the Booking with one of at least a comparable standard and quality to those originally intended at no additional cost to the Customer..

3.3 The Seller's prior written approval is required for any increase in the number of Guests specified on the Booking Details Form.

4. PRICE

4.1 The Seller reserves the right, by giving written notice to the Customer at any time before delivery of the Tickets, to increase the Price to reflect any increase in cost of the Hospitality Package to the Seller including but not limited to any foreign exchange fluctuation, currency regulation, alteration of duties or any cost incurred by the Seller without fault of the Seller since the issue of the Factsheet and/or invoice.

4.2 The Price shall be exclusive of value added tax and all other applicable taxes which shall be paid by the Customer. The Seller reserves the right to pass on to the Client any price increases caused by any increase in the rate of VAT and/or the introduction of any new tax on the goods and/or services to be provided to the Customer.

4.3 The Seller will make reasonable efforts to provide accurate information on the Price. In some circumstances, a Booking may be made which is outside of the period covered by the Seller's current price list. If this is the case, then the Seller will advise the Customer when the price list that covers the Hospitality Package becomes available

5. TERMS OF PAYMENT

5.1 The Deposit shall be paid by the Customer within 5 days of receipt by the Customer of the Seller's invoice and shall (save as expressly provided in these Conditions) be non-refundable.

5.2 On receipt of an email booking confirmation, a faxed booking confirmation, or the receipt of the Deposit from the Customer the Hospitality Package shall deemed to be booked, subject to payment of the Price in full.

5.3 An invoice detailing the amount of the Price outstanding shall be sent by the Seller to the Customer 12 weeks prior to the Event and the Customer shall pay the remainder of the Price in full (including any additional amount added after the Price was initially quoted to the Customer pursuant to Condition 4.1) no later than 8 weeks prior to the Event (time for payment being of the essence).

5.4 The Price in respect of any bookings made within 12 or fewer weeks of the relevant Event must be paid in full by the Customer at the time of booking and the Price in respect of any bookings made within 7 days of the relevant Event must be paid in full by an authorised credit card.

5.5 Any additional fees or charges for any additional goods or services provided by or on behalf of the Seller for the Customer at the Event at the Customer's request which are not included in the Hospitality Package shall be paid for in full by the Customer by an authorised credit card.

5.6 If the Customer fails to pay the Price in full by the due date as detailed on the invoice, or the Customer gives the Seller notice in writing of its intention to cancel the Hospitality Package (which will not be regarded as received until acknowledged by the Seller) then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to (but shall not be obliged to) cancel the Contract and suspend provision of the Hospitality Package and any further Hospitality Packages to the customer and;

  • (a) where cancellation takes place more than 12 weeks from the Event, the Seller shall refund to the Customer any Price paid less the amount of any Deposit paid; or
  • (b) where cancellation takes place within 12 weeks or less prior to the Event, the Customer shall be liable to the Seller for the Price in full and, subject to Condition 5.7, shall not be entitled to a refund of any Price paid or the Deposit and the Seller shall be permitted to charge the Customer interest (both before and after any judgment) on any part of the Price unpaid at the rate of 4 per cent per annum on a daily basis above the Barclays Bank base rate from time to time, until payment of the Price is made in full.

5.7 In the event that the Contract is cancelled in accordance with Condition 5.6(b) and the Seller is able to re-sell the Hospitality Package for the full Price after payment by the Customer of the Price, the Seller shall reimburse to the Customer the Price less both the Deposit and any costs incurred by the Seller.

5.8 In the event that the Contract is cancelled in accordance with Condition 5.6(a) and the Deposit has not been paid by the date of cancellation, the Customer shall pay the Deposit to the Seller immediately and the Seller shall be permitted to charge interest on the outstanding Deposit at the rate specified in Condition 5.6(b).

5.9 The Seller reserves the right to levy a £25 administration charge for each amendment made to the original booking at the request of the Customer.

5.10 All payments made by credit card will be subject to a 2 per cent service charge.

6. DELIVERY

6.1 Delivery of the Tickets shall be deemed to be made on the earliest occurrence of either; collection of the Tickets by the Customer from the Seller, or delivery of the Tickets by the Seller to the Customer, or delivery of the Tickets by the Seller to a third party carrier for delivery to the Customer.

6.2 Any dates quoted for delivery of the Tickets are approximate only and the Seller shall not be liable for any delay in delivery of the Tickets however caused. Time for delivery shall not be of the essence unless previously agreed by an authorised representative of the Seller in writing.

6.3 Tickets will not be issued to the Customer prior to receipt and bank clearance of payment in full of the Price in respect of the relevant Hospitality Package. Following receipt of the Price in full from the Customer, the Seller shall attempt, but not be obligated, to dispatch the Tickets and any ancillary Event information to the Customer no later than 2 weeks prior to the Event.

7. RISK AND PROPERTY

7.1 Risk of damage to or loss of the Tickets shall pass to the Customer:

  • (a) in the case of Tickets collected from the Seller's premises, at the time when the Seller notifies the Customer that the tickets are available for collection; or
  • (b) in the case of Tickets to be delivered to the Customer's premises by the Seller, when the Seller leaves the Seller's premises to make such delivery; or
  • (c) at the time of posting, if the Tickets are to be posted by the Seller to the Customer; or
  • (d) at the time of the Seller handing the Tickets to a third party, if the Tickets are to be delivered by a third party carrier.

7.2 Once risk of damage to or loss of the Tickets has passed to the Customer in accordance with Condition 7.1 the Seller shall not be liable to replace any lost or damaged Tickets.

7.3 Notwithstanding delivery and the passing of risk in the Tickets, or any other provision of these Conditions, the property in the Tickets shall not pass to the Customer until the Seller has received in cash or cleared funds the payment in full of the Price and all other sums due to the Seller from the Customer.

7.4 Until such time as property in the Tickets passes to the Customer, the Customer shall hold the Tickets as the Seller's fiduciary agent and bailee, and shall keep the Tickets properly stored, protected, insured and identified as the Seller's property.

7.5 Until such time as property in the Tickets passes to the Customer, the Seller shall be entitled at any time to require the Customer to deliver the Tickets to the Seller and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Tickets are stored to repossess the Tickets.

7.6 All Tickets are non-transferable and the Customer shall not be entitled to sell or to pledge or in any way transfer, or charge by way of security for any indebtedness any of the Tickets.

8. WARRANTIES AND LIABILITY

8.1 The Seller has no control over the running of the Event and the Seller gives no warranty and makes no representation that the Event shall take place and, subject to Conditions 8.2, 8.3 and 14.9, the Seller shall not be liable to give any refund in the event of the Event being cancelled or postponed, subject to Conditions 8.2 and 14.9.

8.2 If for any reason outside the control of the Seller (including, without limitation, due to the circumstances set out in Condition 10.1) the Event is postponed, cancelled or abandoned (whether wholly or in part) any refunds shall be at the entire discretion of the Seller and the Customer is advised to take out its own insurance to cover such risks and associated costs.

8.3 Subject as expressly provided in these Conditions, and except where the Hospitality Package is sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.

8.4 Where the Hospitality Package is sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.

8.5 The Customer acknowledges that the Seller has no control over the pricing of Tickets and that any description of the position of seats is that of the Event organiser or Venue owner.

8.6 Where any valid claim in respect of the Hospitality Package which is based on the validity of the Tickets is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace such Tickets free of charge or, at the Seller's sole discretion, refund to the Customer the Price of the Hospitality Package (or a proportionate part of the Price), but the Seller shall have no further liability to the Customer.

8.7 The Seller has no control over the running of the Event or the Venue and accepts no liability for any acts or omissions on the part of persons organising the Event or operating the Venue or their servants, agents, employees or sub-contractors and makes no representation that any individual artist, performer, player or participant shall appear at the Event.

8.8 Any complaints concerning the Hospitality Package must be notified to the Seller in writing as soon as reasonably practicable after the Event.

9. LIMITATION OF LIABILITY

9.1 Notwithstanding anything to the contrary contained in the Factsheet or these Conditions, the Seller shall not be liable to the Customer or any third party for any indirect or consequential loss, compensation or damages (including without limitation, economic loss of any kind whatsoever, loss of revenue, loss of profits, loss of anticipated profits or savings, or damage to the Customer's reputation or goodwill) arising out of or in connection with the performance or any breach of the Contract and the maximum liability of the Seller to the Customer or any third party in aggregate for any and all claims made against the Seller in contract, tort (including negligence and breach of statutory duty) or otherwise under or in connection with the subject matter of the Contract shall not exceed the total Price paid for the Hospitality Package by the Customer to the Seller in respect of the Contract.

9.2 In respect of any event that gives rise to a claim under this Contract or otherwise howsoever arising, the Customer agrees to notify the Seller within 14 days of the event giving rise to the claim and the Seller shall not otherwise be liable.

9.3 The Customer agrees that before bringing a claim for the same against the Seller, the Customer shall use its best endeavours to recover losses, claims, demands or expenses incurred by it from its insurers instead of the Seller and to the extent that it is successful in recovering such sums from its insurers the Seller shall not be liable to the Customer.

9.4 Nothing in this Condition 9 shall operate to exclude liability for death or personal injury resulting from the negligence of the Seller.

10. FORCE MAJEURE

10.1 The Seller shall not be liable to the Customer or be deemed to be in breach of the Contract or these Conditions by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Contract or to these Conditions if the delay or failure is due to any act beyond the Seller's reasonable control, including but not limited to; any Act of God, explosion, flood, tempest, fire or accident; war or threat of war, terrorist activity or threat of terrorism, sabotage, insurrection, civil disturbance or requisition, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental or local authority, import or export regulations or embargoes, loss of liquor licence, strikes, lockouts or other industrial actions or trade disputes, power failure or postponement or cancellation of the Event.

11. CUSTOMER DEFAULT

11.1 The Seller may without prejudice to any rights or remedies which it may have against the Customer defer or cancel the Contract if:

  • (a) the Customer commits a material breach of any of its obligations under the Contract which is not capable of remedy; or
  • (b) the Customer has committed a material breach of any of its obligations under the Contract which is capable of remedy but which has not been remedied within a period of 10 days following receipt of written notice to do so; or
  • (c) the Customer enters into any compromise or arrangement with its creditors, or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver, manager, administrative receiver or administrator is appointed in respect of the whole or any part of the other party's undertaking or assets; or
  • (d) the Customer (if in business) ceases or threatens to cease to carry on its business; or
  • (e) any of the matters referred to clause 11.1 occurs in relation to any holding company for the time being of the Customer
  • (f) the Customer (if an individual) is made bankrupt.

11.2 In the event that the Contract is cancelled in accordance with Condition 11.1 the Seller shall not be under any liability to refund any part of the Price paid and the Customer shall be liable for any cancellation charges as set out in Condition 5.6(a) and 5.6(b) and following such termination the Seller shall be at liberty to supply the Hospitality Packages to any other person.

12. INDEMNITY

12.1 The Customer shall indemnify the Seller in full against and hold the Seller harmless from all claims, costs, damages, liabilities, expenses (including but not limited to legal expenses) demands and judgements awarded against or incurred or paid by the Seller as a result of or in connection with any and all acts or omissions of the Customer, its guests, employees, agents or subcontractors including but not limited to acts or omissions at the Event and damage caused to the Venue by the Customer or its guests.

13. VENUE CONDITIONS

13.1 The Customer is responsible for its guests and will procure that its guests comply with these Conditions (where relevant) and with any rules, licensing authorities, regulations and directions set down by the Seller, the Event organiser and/or the Venue owner including, without limitation, any and all conditions of sale applicable to Tickets.

13.2 For the safety of the Customer, its Guests and others, the Customer must follow all reasonable directions given to it by the Seller or the Sellers's agents at the Venue

13.3 The Customer will not resell or otherwise transfer, or offer for sale or transfer any part of a Hospitality Package without the prior written consent of the Seller.

13.4 The Customer will not use any or part of a Hospitality Package (including, for the avoidance of doubt, any Tickets) as prizes in competitions, sweepstakes, raffles, draws or for other similar commercial, promotional or charitable purposes without the Seller's prior written consent.

13.5 The Customer shall (and shall ensure its Guests shall):

  • not use any part of the Venue for any business purpose other than entertainment or hospitality;
  • not display any branding, signage or other commercial identification at the Venue:
  • not use the Venue or access to the Venue for the purpose of bookmaking;
  • not bring any food or drinks into the Venue unless purchased from a caterer at the Venue;
  • comply with any dress code for the Hospitality Package.

13.6 The Customer shall be responsible for ensuring the good and orderly behaviour of its guests whilst at the Venue and shall ensure that they do not behave in such a way as to cause (in Seller's opinion) any offence, nuisance, damage, disturbance, annoyance, interference or inconvenience to the Seller or to any other users of the Venue. The Seller and/or the authorised staff of the Event organiser or the Venue may, without prejudice to any other rights and remedies that the Seller has, remove the Customer and/or any Guest that the Seller believes are behaving in such an unruly way from the Venue and/or the Event.

13.7 The Customer acknowledges that the Seller and/or the authorised staff of the Event organiser or the Venue reserves the right to refuse entry to the Customer and/or any Guest, or to remove the Customer and/or any Guest from the Venue and/or the Event, temporarily or permanently when they reasonably believe that such individual is intoxicated or if granted entry will be disruptive to the enjoyment, comfort and/or safety of others or will commit an offence or will otherwise not comply with these Conditions;

13.8 As a minimum, smart casual attire is required in the facilities at the Venue and the Seller reserves the right to refuse admission to any person wearing inappropriate items of clothing and/or footwear or to require any such person to leave the Venue. Specific advice in relation to dress code will be included in the event information section of any hospitality documentation sent to the Customer.

13.9 Where drinks are bought on a consumption basis, returns of open bottles of wine, spirits, and part kegs of draught beer and lager cannot be accepted.

13.10 The Seller accepts no responsibility for personal possessions brought into the Venue by the Customer or its guests.

13.11 Prior consent of the Seller must be sought for any entertainment or services which the Customer wishes to provide within the Venue for the benefit of itself, or Guests

13.12 A breach by the Customer of paragraph 13.3 or 13.4 shall entitle the Seller to terminate the Contract without refund to the Customer.

14. GENERAL

14.1 The Contract is personal to the Customer and the Customer shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract. The Seller shall be entitled to assign or sub-contract any of its rights, benefits and interests in or under the Contract to third parties.

14.2 Notices shall be deemed to be served on delivery when delivered by hand, on receipt of a printout confirming due transmission when transmitted by electronic mail or facsimile, or 48 hours after mailing if sent by mail, provided the postage is properly paid and such notice is correctly addressed to the respective party at the address made known by each party prior to entering into the Contract. If a party changes its address for notification purposes, then it shall give the other party written notice of the new address and the date on which it shall become effective.

14.3 No waiver by the Seller of any breach of the Contract or these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.4 Nothing in the Contract or these Conditions shall constitute or be construed as constituting a partnership or joint venture between the Seller and the Customer or shall authorise either party to enter into contractual relationships or incur obligations on behalf of the other party.

14.5 An entity which is not expressly a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.

14.6 If any provision of these Conditions or the Contract is found by any competent authority or a court of law to be invalid or unenforceable for any reason, the invalidity or unenforceability of that provision will not affect the validity or enforceability of the remainder of these Conditions and the Contract shall continue in full force and effect.

14.7 All content in or on the Seller's website and brochures (including pictures, designs, logos and text) ("Content") or otherwise is owned by or licensed to the Seller. The Content is protected by copyright and other laws and the Customer shall not use nor procure the use of such content other than as permitted by the Seller in writing.

14.8 The Seller will use the data supplied by the Customer in order to inform the Customer of future Events and offers. Data may be passed to other subsidiaries of Smart (Group) Limited. For more information or should you object to the passing of data in this way, please contact the Seller.

14.9 This Contract sets out the entire agreement and understanding between the parties and supersedes all previous agreements and arrangements between them with regard to such transactions. The Customer acknowledges that in entering into this Contract, it has not relied on any statements or representations of the Seller not incorporated into this Contract. The Customer irrevocably and unconditionally waives any right it may have to claim damages and/or rescind this Contract by reason of any misrepresentation (other than a fraudulent misrepresentation) not contained in this Contract.

14.10 Any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) are expressly excluded from these Conditions to the fullest extent permitted by law.

14.11 These Conditions and the Contract shall be governed by and construed in accordance with the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.

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