Terms and Conditions

Terms and Conditions – VIP Matchdays Ltd

1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
“Business Day”; a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Commencement Date”; has the meaning set out in clause 2.2.
“Conditions”; these terms and conditions;
“Contract”; any contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
“Customer”; the person or firm who purchases Services from the Supplier.
“Event” the event or occasion to which the Order relates to and which the Services will be supplied for in accordance with these Conditions.
“Order”; the Customer’s order for Services as set out on the Supplier’s Order Form.
“Services”; the match day hospitality services supplied by the Supplier to the Customer as set out in the Order.
“Supplier”; VIP Matchdays Ltd trading as VIPmatchdays.com registered in England and Wales with company number 09913137
“Venue Partners”; The direct venue or hospitality agent working on behalf of the venue with whom we work to sell the Services

1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its [personal representatives,] successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”). Until such written acceptance is received, no Contract will be in existence.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any prices quoted by the Supplier are provisional until confirmed in writing, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract 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
The Supplier shall supply the Services to the Customer in accordance with the Order but shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4. Prices and Payment
4.1 All prices quoted are provisional and subject to change until the Order is accepted in accordance with Clause 2.2. On occasion, prices may be quoted above face value, due to supply and demand.
4.2 All prices unless stated otherwise, are per person and plus VAT at the standard rate.
4.3 Some prices include where applicable, our Booking Fee which will be not less than £25 per item.
4.4 Payment terms are set by the date required from our Venue Partners, the Customer will be notified at the point of Invoice of the Payment Terms pursuant to the specific package purchased.
Where no payment terms are set by the Venue Partners, the following schedule will apply.
4.5 Where the Order is placed more than 6 calendar months from the date of the Event, payment for the Services (“Payment”) is due as follows:
(a) 50% is due upon placing of the Order (“Non-Refundable Deposit”);
(b) 50% is due within 3 calendar months from the date of the Event (“Balance”).
4.6 Where the Order is placed within 6 calendar months but more than 3 months from the date of the Event, the Payment for the Services is due as follows:
(a) 75% is due upon placing the Order (“Non-Refundable Deposit”);
(b) 25% is due within 3 calendar months from the date of the Event (“Balance”).
4.7 Where the Order is placed within 3 months of the date of the Event, Payment for the Services is due in full immediately.
4.8 Where Payment is split, the Supplier will issue an invoice no later than 30 days before the payment is due and the Balance must be paid by the due date specified above. Where the Supplier does not issue an invoice, payment is still due on the date specified above.
4.9 In all circumstances payment must be made in cash, by an approved credit or debit card, or by electronic bank transfer. Payment by credit card will not be accepted within 6 weeks of the Event. Time is of the essence in respect of all payments.
4.10 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.11 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

5. Customer’s obligations
5.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) warrant that he is not purchasing the Services in bad faith;
5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer including being banned from attending the Event for any reason or failure by the Customer to pay any outstanding invoices under this Contract (“Customer Default”):
(a) the Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Customer shall indemnify and reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

6. Event Variables
6.1 The Supplier confirms that times, dates and venues (“the Variables”) for the Event are correct at the time that the Order is placed however the Variables are subject to change as a result of third-parties
6.2 Where the Variables change from those stated on the Order, the Customer is not entitled to terminate the Contract except if permission is given from the Venue Partner and written consent is given from the Supplier, if such consent is given a refund will be processed subject to any applicable Termination Charge as set out in Clause 7, less the Suppliers 10% administration fee and in addition, any costs or expenses incurred by the Supplier including any administration fee incurred in respect of any Third Party Suppliers, will be given.
6.3 Where the Event is cancelled or the Variables change, the Supplier will use its reasonable endeavours to offer the Customer an alternative event (“Alternative Event”) via the Venue Partners.
(a) If there is an increased fee for the Alternative Event then the Customer must pay the difference within 5 Business Days of notification.
(b) If the Customer refuses the Alternative Event then any outstanding Payment remains due and if all Payments have been received, then no refund will be issued except in accordance with Clause 7.
6.4 Where the Event is cancelled or the Variables change and the Supplier, after using its reasonable endeavours is unable to offer the Customer an Alternative Event, then providing the Supplier is refunded by the Venue Partners it will issue the Customer a refund of the total sum actually received by the Supplier, less a 10% administration fee and any costs or expenses incurred by the Supplier.


7. Termination by the Customer

7.1 The Customer may only terminate the Contract with the Supplier with the written consent of the Supplier and the Venue Partners.
7.2 If the Supplier consents to the termination, the following termination charges (“Termination Charge”) will apply:
(a) If terminated more than 6 months before the Event – 50% Termination Charge;
(b) If terminated between 6 months and 3 months before the Event – 75% Termination Charge;
(c) If terminated within 3 months of the Event – 100% Termination Charge.

8. Termination by the Supplier
8.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer:
(a) has any bankruptcy or administration order made against it;
(b) if the Customer is banned from attending the Event for any reason whatsoever;
(c) fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 5 Business days after being notified in writing to do so.
8.2 Should the Supplier terminate the Contract in accordance with 8.1 (a) – (c) above no refund will be processed.
8.3 The Supplier may also cancel the Contract for any reason provided it gives at least 10 Business Days’ notice in writing to the Customer and refunds the Customer any payment received from the Customer, less any administration charge which will not exceed 10% of the total price.

9. Limitation of liability
9.1 The Supplier has no control over the running of the Event and gives no warranties (whether expressed or implied) in relation to the fitness, quality, suitability or otherwise of the Event. Any conditions as to the fitness, quality, suitability or otherwise of the Event (whether express, implied or under statute) are excluded to the fullest extent permitted by law.
9.2 The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract where:
(a) The Event is cancelled;
(b) Any participants in the Event fail to attend;
(c) If the time, date or venue at which the Event is to take place is changed;
(d) If the Supplier is unable to provide the Services due to circumstances outside of it’s reasonable control;
In all such circumstances, the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 5% of the actual payment received from the Customer.
9.3 Where necessary, the Supplier will contract with third parties in order to provide the Services (“Third Party Suppliers”). By entering into this Contract the Customer expressly consents to the Supplier acting as their agent in any contracts required to be entered into in order to provide the Services and expressly consents to be bound by any terms and conditions of the Third Party Suppliers. In such circumstances the Supplier’s liability will not be greater than under these Conditions.
9.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.5 Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation;
9.6 This clause 9 shall survive termination of the Contract.

10. Consequences of termination
10.1 On termination of the Contract for any reason, unless notified in writing by the Supplier:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.

11. General
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign or transfer all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not assign any or all of its rights or obligations under the Contract.
11.2 Severance. If any provision or part-provision of the Contract 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 Contract.
11.3 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its 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.
11.4 Governing law and Jurisdiction. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.

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