Ginkgo Events Limited Terms & Conditions

1. Application

All Quotations are made and Confirmations accepted subject to the following Terms and Conditions and no addition to, or variation of, such Terms and Conditions shall be binding unless agreed to by Gingko Events in writing.

Any Confirmations made with Gingko Events shall constitute unqualified acceptance of such Terms and Conditions. These Terms and Conditions shall apply to all Quotations and Confirmations.

In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by Gingko Events in writing.

2. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“the Agreement” means the agreement entered into by the Client and

Gingko Events incorporating these Terms and Conditions which shall govern the Event Management Service;;

“Business Day” means, any day (other than Saturday or Sunday) on

which ordinary banks are open for their full range of normal business in England and Wales;;

“Budget” means the estimated spend by the Client on the Event;;

“Client” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which makes a booking with Gingko Events specified in Panel 01.

“Confidential Information” means, in relation to either Party, information which is

disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);;

“Event” means the event or events as specified in Panel 02;

“Event Management Service”

means the event management services to be provided by Gingko Events as specified in Panel 03;

“Gingko Events” means Esther E Podmore of 2 Carlton

Place, Hoole, Chester CH2 3LW trading as Ginko Events;;

“Specification” means the details of the Event location, Suppliers and

costs of the Event;;

Supplier(s)” the supplier(s) sourced by Gingko Events for the

delivery of the Event;

“Total Price” means the total sums payable by the Client to the

Supplier(s) for the Event.

Unless the context otherwise requires, each reference in these Terms and Conditions to:

“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;;

a statute or a provision of a statute is a reference to that statute or provision as amended or re-­enacted at the relevant time;;

“these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;;

a Schedule is a schedule to these Terms and Conditions;; and

a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

a "Party" or the "Parties" refer to the parties to these Terms and Conditions.

The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

Words imparting the singular number shall include the plural and vice versa.

References to any gender shall include the other gender.

References to persons shall include corporations.

3. Event Management Services

Gingko Events shall throughout the continuance of the Agreement provide an Event Management Service to the Client.

Gingko Events will use reasonable care and skill in providing the Event Management Service and endeavour to source Suppliers to deliver the Event within Budget and provide the Client with the Specification.

Gingko Events is authorised to enter into pre-­contract negotiations with Suppliers, but shall have no authority or capacity whatsoever to bind the Client in any way or incur any form of liability on the Client’s behalf (including, but not limited to entering into contractual relationships) and shall not hold itself out as having any authority or capacity to do so.

Gingko Events shall, in all dealings with Suppliers, ensure that such Suppliers are aware that Gingko Events is representing the Client in its capacity as an events manager and that it does not have any other form of relationship with the Client.

4. Contracting with the Suppliers

Without the express written agreement of the Client, Gingko Events shall have no authority or capacity to enter into any agreement with a Supplier on behalf of the Client.

If Panel 04 is completed, Gingko Events has the authority to spend the amount stated therein on goods and/or services for the Event (whether expended before or on the day(s) of the Event(s)) and the Client shall immediately reimburse Gingko Events on presentation of its invoice.

Gingko Events shall provide copies of all contracts for which the Client is to enter into for the delivery of the Event(s). Save for the provisions of clause 4.2, the Client and not Gingko Events shall enter in contacts with the Supplier(s).

If the Specification is accepted by the Client, it will enter into all material contracts set out in the Specification as concurrently as possible.

5. Budget

The Budget unless specially stated otherwise, is exclusive of VAT which, where applicable, will be separately charged at the appropriate rate by the Supplier

6. Fees and Payment

Unless Panel 05 is completed, Gingko Events shall not charge the Client for the Event Management Services, but collect a commission from the Supplier.

In the event that the Client cancels a contract with a Supplier on which Gingko Events has been paid a commission and that commission is repayable to the Supplier, the Client shall pay a sum equivalent to such commission (plus VAT) to Gingko Events within 5 Business Days of written notification.

Where the Client has deposited monies with Gingko Events for the discharge of the Client’s liability under any Supplier contract, such monies shall be held in a separate non-­designated client account.

Any payment under this Agreement shall be of the essence. If the Client fails to make any payment on its due date then Gingko Events shall, without prejudice to any right which Gingko Events may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on any sums over due until payment is made in full, both before and after any judgment, at the rate of 8% per annum over the Bank of England base rate from time to time in force.

7. Variation and Amendments

If the Client wishes to vary any details in Panel 06, it must notify Gingko Events in writing as soon as possible. Gingko Events shall endeavour to make any required changes and any additional costs thereby incurred shall be met by the Client.

If, due to circumstances beyond Gingko Events’s control, it has to make any change in the arrangements relating to the Event it shall notify the Client forthwith. Gingko Events shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.

Gingko Events reserves the right to do the following amend any accidental error or omission in the Specification.

8. Liability and Indemnity

Except in respect of death or personal injury caused by Gingko Events’s negligence, Gingko Events shall not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the terms of the Agreement, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Gingko Events’s servants or agents or otherwise) in connection with the performance of obligations arising under the Agreement or with the use by the Client of the Event Management Services supplied in connection with the Event.

The Client shall indemnify Gingko Events against all damages, costs, claims and expenses incurred by it arising from loss or damage to any equipment (including that of third parties) caused by the Client or its agents or employees.

Gingko Events shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of Gingko Events’ obligations if the delay or failure was due to any cause beyond Gingko Events’ reasonable control.

9. Force Majeure

No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

In the event that a Party to the Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of 28 days, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all services rendered up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.

10. Term, Cancellation and Termination

This Agreement shall come into force on a commencement date to be agreed and shall continue for an agreed term from that date, subject to the provisions of this Clause 10.

If the Client wishes to cancel the Event, it may do so at any time by giving not less than 28 days written notice to Gingko Events.

Notwithstanding sub-­Clause 10.2, either Party may immediately terminate the Agreement by giving written notice to the other Party if:

any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 5 Business Days of the due date for payment;;

the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;;

an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party; the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);;

the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-­construction and in such a manner that Gingko Events resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);;

anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;;

that other Party ceases, or threatens to cease, to carry on business;; or 10.3.8 control of that other Party is acquired by any person or connected

persons not having control of that other Party on the date of the

Agreement. For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

For the purposes of sub-­Clause 10.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

The rights to terminate this Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

11. Effects of Termination

Upon the termination of the Agreement for any reason:

any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;;

all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;;

termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;;

subject as provided in this Clause 11 and except in respect of any accrued rights neither Party shall be under any further obligation to the other;; and

each Party shall (except to the extent referred to in Clause 8) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

12. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

13. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

14. Costs

Subject to any provisions to the contrary each Party to the Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

15. Set-­Off

Neither Party shall be entitled to set-­off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

16. Assignment and Sub-­Contracting

The Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-­licence or otherwise delegate any of its rights thereunder, or sub-­contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

17. Time

The Parties agree that all times and dates referred to in the Agreement makes with a two asterisks shall be of the essence of the Agreement.

18. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

19. Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

OR

Subject to this Clause 19 the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

20. Notices

All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

Notices shall be deemed to have been duly given:

when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;; or when sent, if transmitted by facsimile or e-­mail and a successful transmission report or return receipt is generated;; or

on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid;; or

on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-­mail address, or facsimile number notified to the other Party.

21. Entire Agreement

The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

22. Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

23. Severance

In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.

24. Dispute Resolution

The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

If negotiations under sub-­Clause 24.1 do not resolve the matter within 14 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.

If the ADR procedure under sub-­Clause 24.2 does not resolve the matter within 56 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.

Nothing in this Clause 24 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

This clause 24 shall not prohibit the Gingko Events from applying to court for a money order judgement for any sum due to it from the Client.

25. Law and Jurisdiction

These Terms and Conditions and the Agreement (including any non-­contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

Subject to the provisions of Clause 25, any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Agreement (including any non-­contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.