1.   Interpretation

1.1     In these terms the following words and phrases have the following meanings:

Agreement: the contract between you and us comprising the Booking Form and these terms;

Guests: means attendees at the Event;

Balance Payment: the sums payable to us described on the Booking Form, less the Deposit and any sums already paid by you;

Deposit: the deposit stated in the Booking Form;

Event: the event described in the Booking Form;

Force Majeure: any circumstances outside our reasonable control;

Booking Form: our standard Booking Form agreed between you and us setting out the scope of the Services, as updated and supplemented by written agreement from time to time;

Services: the services to be provided by us agreed in any Booking Form;

Suppliers: other providers of goods or services for the purposes of the Event;

Us or we: Lucy Claire Events Limited, a company registered in the UK under number 10347056 whose registered office address is at Oakley House, Tetbury Road, Cirencester, Gloucestershire, GL7 1US; and

Venue: the venue at which the Event is to be held;

You: the person to whom the Booking Form is addressed.

1.2    A reference to any person is to any individual, company, partnership or other body corporate.

1.3    A reference to any law is to it and any subordinate legislation made under it, in each case as amended or re-enacted from time to time.

1.4    A reference to writing, or written includes email.

1.5    Phrases beginning with the words including, in particular, such as, for example and similar words shall be construed as illustrative and not exhaustive.

2.  Formation of contract

2.1    In the event of any conflict between the provisions of these terms and the provisions of the Booking Form, the provisions of the Booking Form will take priority.

2.2   The Agreement will come into force on your acceptance of the Booking Form and continue in force until the Services are completed unless it is terminated earlier. We will require payment of the Deposit immediately on signature of the Booking Form and may not start work until it is paid.

2.3   The Agreement may be formed before the Booking Form is completely populated (for example, if you have yet to determine certain details of the Event or to provide certain information). The parties may update or supplement the Booking Form or associated documents such as budgets or menus from time to time by written agreement (including email correspondence), and in particular may do so if you request additional Services in the course of designing and planning the Event.

3.  Our and Your Obligations

3.1    We shall provide our Services with reasonable skill and care.

3.2    We shall keep you reasonably apprised of the progress of the Services, respond to reasonable requests for updates and information, and alert you promptly if we become aware of issues likely to impact on the Services or Event.

3.3    You shall (and as applicable shall procure that your representatives and Guests shall):

(a)  co-operate with us in all matters relating to the Services, in particular by responding promptly and accurately to requests for information or approvals and keeping us updated of changes in any information (such as Guest numbers);

(b)  perform such obligations as may be agreed in the Booking Form;

(c)  comply with any Supplier terms which are accepted by you, or which we communicate to you; and

(d) comply with any ground regulations, maximum attendance numbers, ticket terms, security or health & safety measures, or other guidelines or requirements applicable to the Event or the Venue at which it is held and behave appropriately. Breach of these obligations may result in your Guests being refused entry or removed from the Venue.

3.4   You shall maintain appropriate insurance against your potential liabilities under the Agreement and any Supplier terms or in connection with the Event. In particular, we advise you to take out event insurance against the possibility of the Event being delayed or cancelled due to Force Majeure.

3.5   If as a result of your failure to perform your obligations under the Agreement:

(a) the Services are delayed or impeded (e.g. if a Supplier is no longer available due to your delay) we will not be liable to you for the results; or

(b) we incur additional time, we may charge you for that additional time at our day rate; or

3.6   If we suffer any third party claim due to your or your Guests’ actions (for example, because you are in breach of Supplier terms or because one of your Guests has damaged any property) then you shall indemnify us against that claim and any associated legal and professional costs.

4. Relationships with Suppliers

4.1    Suppliers may be engaged in several ways (or a mix of different ways) in relation to the Event:

(a) you may contract directly with your own selected Suppliers, in which case we may liaise with them in providing our Services; and/or

(b) where you have authorised us to do so, we may negotiate and conclude contracts with Suppliers as your agent. You will be party to the contract with the Supplier (and responsible for performing your obligations under it, including payment); and/or

(c) we may engage Suppliers ourselves, or otherwise purchase goods or services for the Event ourselves, in which case we will recharge to you the relevant costs plus a 15% management fee.

4.2    We will use reasonable care in the selection and management of Suppliers. Where we have engaged Suppliers directly we will use reasonable efforts to enforce our contract with them and ensure performance. Otherwise, we will not be liable to you for any acts or omissions of any Supplier, nor for any delays or defects in our own performance of the Services which are caused by any Supplier.

5. Budget, Fees and Expenses

5.1    The Booking Form may contain an estimated budget for the Event. The estimated budget will be revised in the course of the Services (for example, as quotations are provided by Suppliers, or as we refine options and scope with you in relation to our Services and the Event). The budget will include our own fees and expenses as well as Supplier costs which you may pay directly.

5.2    Our fees may be charged on the basis of a day rate, or a fixed fee as set out in the Booking Form.

5.3    Unless otherwise agreed:

(a) the day rate is based on a single seven-hour working day, worked in such hours as we may determine (having regard to your reasonable requirements and any agreed deadlines). Any further time worked on any working day may be charged to you in addition;

(b) travel time may be charged; and

(c) any budget or fixed fee is based on the agreed scope of the Services and any specified assumptions. If due to scope changes or assumption failures we are required to incur more time than anticipated, we may charge for the additional work at our day rate. We will advise you if for any reason it appears likely the estimated budget will be exceeded.

5.4    We will charge you for our expenses in performing the Services (travel, printing, subsistence, etc.) and will estimate those expenses in the budget.   

5.5    You shall pay all invoices under the Agreement to our nominated bank account in cleared funds, by electronic transfer, and without deduction or set-off.

5.6    Unless otherwise stated in the Booking Form, you shall pay against our invoices:

(a) the Deposit when the Booking Form is signed by both you and us;

(b) the Balance Payment no later than four weeks prior to the Event;

(c)  such additional sums as we may agree at the time agreed (for example, if we agree to provide additional services or engage additional Suppliers directly, we will typically require payment of associated costs and fees in advance); and

(d) any outstanding fees, costs or expenses after the Event.

5.7   The invoice for the Deposit must be paid on presentation. All other invoices must be paid within seven days after their date. All sums stated in the Agreement are exclusive of VAT, which will be charged if applicable.

5.8    If you do not pay any of our invoices by the due date, we may suspend performance of the Services and may charge you interest under the Late Payment of Commercial Debts (Interest) Act 1998. We will not be liable to you in connection with that suspension, including for any disruption or delay to the Event.

6. Confidentiality, Publicity, Data Protection,

6.1    Neither you nor we shall:

(a) use any confidential information of the other for any purposes other than providing or receiving the Services, or record-keeping; nor

(b) disclose that confidential information to any person except: as necessary to for those purposes; to take legal or professional advice or meet disclosure obligations to insurers (in each case on a confidential basis); or as required by law.

Our confidential information includes our creative work and any quotations or proposals (such as the Booking Form).

6.2    While we welcome client testimonials, we shall not make any published statement in connection with our appointment without your consent. If you are a corporate client, then unless you instruct us otherwise we may mention our appointment in non-public conversation or correspondence (for instance, when pitching for work from other corporate clients).

6.3     We are a data controller in our own right in relation to any personal data you provide to us for the purposes of providing the Services. We shall comply with our legal obligations in relation to such data and will use it in accordance with the privacy notice set out at https://lucyclaireevents.com/legal/. You shall ensure that any provision by you of such personal data to us is lawful.

7. Insurance and Liability

7.1    Because our liability to you is generally limited, and because we do not accept liability for matters outside our control, we strongly recommend that you take out appropriate event insurance.

7.2    We shall during the performance of the Services, and for a period of no less than one year following completion of the Services, have and maintain in place professional indemnity insurance (no less than £100,000 per claim) and public liability insurance (no less than £5,000,000 per claim).

7.3    Subject to clause 7.5, our total aggregate liability to you in contract, tort (including negligence), breach of statutory duty or otherwise under or in connection with the Agreement or its subject matter:

(a) will not extend to any loss or damage to your or your Guests’ property at the Venue;

(b) will not extend to any: indirect or consequential loss; or any loss of revenue, profit, business, goodwill, contract, savings or data (in each case whether direct or indirect); and

(c) will not exceed a sum equal to 125% of the fees paid or payable to us for our own Services under the Agreement (excluding costs and expenses such as Supplier charges).

7.4    We will not be liable to you, and will not be deemed to be in breach of the Agreement, if we are unable to perform our obligations due to Force Majeure.

7.5     Nothing in the Agreement will limit or exclude our liability for: death or personal injury caused by our negligence; fraud; or any matter in relation to which our liability cannot lawfully be limited or excluded.

8. Cancellation and Termination

8.1   You may cancel the Agreement at any time by written notice. If you do:

(a) we will retain the Deposit in all circumstances;

(b) we will further be entitled to payment of 50% of the Balance Fee if you cancel less than four weeks prior to the Event;

(c) we will further be entitled to payment of the entire Balance Fee, and any of our own additional fees not addressed in the Balance Fee, if you cancel less than two weeks prior to the Event; and

(d) we will be entitled to payment for costs and expenses which we have incurred or committed (including Supplier costs) to the extent not covered by the Deposit and Balance Fee after deduction of the fees for our own Services,

provided in each case that we will reduce the sum payable if and to the extent that we mitigate our losses by cancelling cost/expense commitments or re-allocating resource to other clients.

8.2    We may cancel the Agreement by four weeks’ written notice to you, or by shorter notice in exceptional circumstances (such as accident or bereavement affecting our key personnel). If we do, we shall return to you all sums paid to us as your sole remedy and we will have no further liability to you.

8.3   Either party may terminate the Agreement by written notice if the other party:

(a) commits a material breach of the Agreement and (in the case of a breach which is capable of remedy) fails to remedy that breach within fourteen days;

(b) becomes insolvent or bankrupt, or is the subject of an administration, or enters into any voluntary arrangement with its creditors, or is subject to any equivalent event or proceedings.

8.4    If we terminate under clause 8.3, we will be entitled to payment on the same basis as if you had cancelled the Agreement under clause 8.1, without limiting our right to claim additional damages in connection with any associated breach.

8.5    If Force Majeure preventing our performance continues for more than thirty days, you or we may cancel this Agreement by written notice without liability, in which case we will retain all sums paid to us at the time of cancellation.

9. Notices

9.1     Notices under the Agreement must be in writing and delivered by hand or post at the recipient’s registered office or such other address for service as may be agreed from time to time or sent by email to such address for service as may be agreed from time to time (and notices to us may be sent to Lucy Claire Events Ltd., Office 2, Penfold Building, Westfield Farm, East Garston, Hungerford, West Berkshire, RG17 7HD or lucy@lucyclaireevents.com)

9.2     Any notice shall be deemed received: if delivered by hand or post, on delivery; or if sent by email, when receipt is confirmed (and each party shall confirm receipt of the other’s notice immediately).

9.3     This clause 9 does not apply to the service of proceedings or documents in any legal action.

10. Pandemics

10.1   Both you and we agree to comply with any official guidance from UK Government in relation to any pandemic (including COVID-19), and to notify the other promptly of any impact such pandemic may have on the performance of our respective obligations under the Agreement.

10.2   We will work with you in good faith to try to agree revisions to the Services and Booking Form, to address changes required due to a pandemic (such as: maximum Visitor numbers at the event; limiting food or drink availability or changing the means by which either are served; safety measures such as the use of sanitiser, distancing procedures, masks or PPE; or limiting any planned entertainment for your Event). However, we may charge for that additional work.

11. General

11.1   The Agreement constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on any representation or warranty not set out in the Agreement. All terms implied by statute or common law are, to the extent permitted by law, excluded from the Agreement.

11.2   If any provision or part-provision of the Agreement is found by a court to be unlawful, unenforceable or void, it will be severed, and the remainder of the Agreement shall remain in force. 

11.3   All intellectual property rights in works created by us in the course of the Services will belong to us. You are permitted to use those works only for the purposes of the Event.

11.4   The Agreement may only be varied by the written agreement of the parties. 

11.5   A person who is not a party to the Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

11.6  The Agreement 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) will be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.