Clear Partners Limited Terms Of Business

Interpretation

  1. The following expressions shall have the following meaning:
    Clear Partners
    Clear Partners Limited, a company organised under the laws of England with registered number 5098436 and having its registered office at Dunstable Lodge, 27a Dunstable Road, Richmond, Surrey, TW9 1UH;
    Contract
    each binding agreement based on these terms made between Clear Partners and the Customer in respect of a Package;
    Customer
    the company whose Order is accepted by Clear Partners;
    Event
    the sporting, social or other event described in the Quotation and to which the Package relates;
    Event Organiser
    the sponsors and/or organisers of the Event;
    Order
    the order placed by a Customer, which is subject to acceptance in accordance with clause 6;
    Package
    the goods and services described in the Quotation;
    Quotation
    the quotation issued by Clear Partners to the Customer in respect of a Package,
    and the expressions defined in the Quotation shall have the same meaning in these terms.
  2. References to legislation shall be construed to include references to future re-enactments and modifications from time to time.
  3. Headings to clauses shall not affect their meaning.
  4. Words and phrases like “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words.

Contracts

  1. All Quotations issued by Clear Partners shall be regarded as an invitation to treat. Quotations are not offers and are not capable of acceptance. The issue of a Quotation does not guarantee Package availability at the time of placing an Order.
  2. These terms shall apply to all supplies of goods and services by Clear Partners to the Customer. No Orders shall be binding and no Contract shall arise until such Order is expressly accepted by Clear Partners. Each Contract shall comprise these terms, the Quotation and any additional terms that are agreed in writing as applicable.
  3. If any Contract contains provisions which conflict with these terms, those provisions of the Contract will prevail to that extent, except nothing shall prevail over the exclusions and limitations of Clear Partners’ liability in these terms unless the provision expressly refers to those exclusions and states that it prevails over them.

Packages

  1. The Customer accepts that part of the Package may be comprised of goods and services to be supplied by third party providers and that Clear Partners may market and/or sell these goods and services on behalf of such providers and that ClearPartners has limited or no control over these elements of the Package.
  2. Subject to clause 8, Clear Partners shall ensure that the Package shall in all material respects conform to its description. All warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of Clear Partners, in respect of compliance with the quality or the fitness for purpose of the Package which are not expressly set out in the Contract are excluded except to the extent such exclusion is prohibited or limited by law.

Prices

  1. All prices quoted are exclusive of VAT which shall be payable by the Customer in addition to the price at the rate(s) ruling at the date of payment.

Orders, Price and Payment

  1. Upon acceptance of an Order, the following shall apply:
    1. for Events taking place within 7 days of the Order, the Customer shall immediately pay the full price of the Package by credit or debit card;
    2. subject to clause 11.1, for Events taking place within 12 weeks of the Order, the full price of the Package is payable by the Customer; or
    3. for Events taking place more than 12 weeks after placing the Order, a non-refundable deposit equivalent to 50% of the price of the Package is payable by the Customer;
  2. Subject to clause 11, full payment of the price for the Package (less any deposit received in cleared funds) shall become payable by the Customer to Clear Partners 12 weeks prior to the Event.
  3. Clear Partners shall be entitled to issue invoices to facilitate payments due in accordance with these terms. All invoices issued to the Customer shall be payable without set-off, counterclaim, abatement, withholding, retention or other deduction.
  4. Clear Partners retains ownership of all goods until Clear Partners has received payment in full under the Contract.
  5. If the Customer fails to make any payment when due, without affecting any other rights which it may have, Clear Partners shall be entitled to exercise all or any of the following rights:
    1. terminate the Contract in accordance with clause 17.3;
    2. allocate payments received under any other contract with the Customer to settle (in full or in part) any sums due under the Contract, in any order or manner as Clear Partners determines;
    3. be paid compensation and charge interest on the overdue amount at the statutory rate and otherwise in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), or at Clear Partners’s election or where such Act is not applicable, charge interest on the overdue amount, at a rate of 3% above the sterling base rate from time to time of Barclays Bank plc which shall accrue from day to day (both before and after any judgement) from the due date until payment in full is received by Clear Partners and shall be compounded quarterly.

Cancellation by Event Organiser

  1. Clear Partners has no control over the running of the Event and gives no warranty and makes no representation that the Event shall take place. If for any reason, the Event organiser cancels, postpones or abandons the Event, any refund of monies already paid shall be at the entire discretion of Clear Partners and the Customer is advised to take out its own insurance to cover such risks and associated costs.

Cancellation or Variation by Clear Partners

  1. Clear Partners may:
    1. Terminate the Contract if the Customer is in material breach;
    2. Terminate the Contract if the Customer has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation notified and agreed in advance, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three days;
    3. Terminate the Contract if at any time any part of the price is payable and remains unpaid (notwithstanding that such breach of contract by the Customer does not constitute a material breach of contract);
    4. Terminate the Contract at any time for convenience. Where the Contract is terminated by Clear Partners for convenience the Customer’s exclusive remedy shall be limited to a refund of the lesser of, the price, or, as much ofit as has been paid by the Customer;
    5. Vary the Contract at any time without liability to the Customer or its guests. All variations shall be notified by Clear Partners to the Customer in writing. Unless the Customer terminates the Contract within 14 days of receiving such notice of variation the Contract shall become binding on the parties as varied.

Cancellation by the Customer

  1. The Customer may:
    1. Terminate the Contract if Clear Partners is in material breach;
    2. Terminate the Contract if Clear Partners has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation notified and agreed in advance, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three days.
    3. For the avoidance of doubt, should the Customer terminate the Contract for any other reason within the 12 weeks prior to the Event, the full price of the Package shall be payable to Clear Partners.

Liability

  1. Clear Partners shall not be in breach of contract or liable to the Customer or any of its guests for any delay or failure to perform its obligations under this Agreement where such delay or failure is caused by any Event beyond Clear Partners’ control, including without limitation, labour disputes and adverse weather conditions.
  2. Except in respect of liability for death or personal injury caused by negligence or fraud on the part of Clear Partners:
    1. Clear Partners’ liability for loss or damage arising under or in connection with the Contract and Package, howsoever caused, shall not exceed the price of the Package;
    2. Clear Partners shall not be liable for any inconvenience caused, for any loss or damage to reputation, profit, revenue, contract, business, goodwill or for any indirect or consequential loss or damage, in each case, howsoever caused;
    3. The Customer agrees to indemnify, and keep indemnified, Clear Partners:

      (a) for loss or damage to property owned by Clear Partners or for which Clear Partners is responsible, where such loss or damage is caused by any act or omission of the Customer or any of its guests; and

      (b) for all loss, damage or injury sustained by guests of the Customer arising under or in connection with the Contract and Package to the extent not caused or contributed to by the negligence of Clear Partners.
  3. Except in respect of liability for loss or damage to tangible physical property of the Customer and/or its guests caused by the negligence of Clear Partners up to a limit of £100,000, Clear Partners shall have no liability for any loss or damage to property (tangible or intangible) of the Customer or its guests or any property for which they may be responsible for, howsoever caused.
  4. The expression “howsoever caused” covers all causes and actions giving rise to liability on the part of Clear Partners arising under or in connection with the Contract and Package (i) whether arising by reason of any misrepresentation (whether made prior to and/or in the Contract or after its entry); negligence or other tort, breach of statutory duty, renunciation, repudiation or other breach of contract, restitution or otherwise; (ii) whether arising under an indemnity (if any); (iii) whether caused by any total or partial failure or delay to provide the Package; and (iv) whether deliberate (but not with malicious intent) or otherwise, however fundamental the result.

Customer’s Responsibilities

  1. The Customer is responsible for informing Clear Partners of any special requirements (including medical conditions and dietary requirements) at the time of ordering. Clear Partners will be relying on the accuracy and completeness of the information it receives from the Customer. Unless otherwise agreed in writing any special requirements communicated after the date of the Contract shall be regarded as variations to the Contract and potentially subject to additional charges.
  2. All tickets, badges, passes and similar instruments issued to the Customer in connection with the Package are non negotiable and are issued to the Customer for use by the Customer and its guests as end users only. The Customer shall, and shall procure that its guests do not sell, rent or otherwise market such instruments or allow a third party (other than a guest of the Customer) to enjoy the benefit of such instruments.
  3. Where a Package is limited to supply of hospitality services only in connection with an Event the Customer shall be responsible for obtaining its own tickets, badges, passes and similar instruments securing the Customer’s and its guests' right of entry to the related event.
  4. The Customer shall take full responsibility for its guests at all times in ensuring that they are well behaved and cause no damage to facilities provided.
  5. The Customer shall, and shall procure that its guests, behave with good manners and comply with the rules and conditions of the respective organising bodies of the Package and Event and any other legislation governing those properties and directly applicable law.
  6. Participants are responsible for the care of any Clear Partners equipment whilst in their possession or use. This includes any equipment supplied by Clear Partners through a third party e.g. accommodation, venue, transport, audio visual equipment, props. Any damage or loss through neglect or other circumstances (except fair wear and tear) will render the Client liable to the full cost of repair or replacement. Whether to repair or replace an item will be at the sole discretion of Clear Partners.

Clear Partners’ Rights and Exclusions

  1. Clear Partners reserves the right to exclude from the Package at any time any person causing a nuisance or who is in breach of clause 27. The Customer shall not be entitled to a refund of the price paid or any portion of it in such circumstances.
  2. Except as agreed in clause 21, Clear Partners accepts no responsibility or liability for personal possessions brought onto the site by the Customer or its guests.
  3. Clear Partners accepts no responsibility or liability for vehicles where a car/coach pass has been issued/sold as part of the package.

General

  1. Each of the parties warrants and undertakes that it has the power to enter into, perform and comply with all of its obligationsunder the Contract and that its entry into, performance of or compliance with its obligations under the Contract does not andwill not violate any law, licence, regulation or contract to which it is subject or its Memorandum or Articles of Association.
  2. Any termination of the Contract howsoever caused shall not affect:
    1. any right(s) or liabilities which have accrued prior to the time of termination;
    2. the continuance in force of any provision hereof which expressly or by implication is intended to come into or continue in force after termination.
  3. No variation of the Contract initiated by the Customer shall be valid unless it is agreed in writing by Clear Partners.
  4. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of the Contract shall not be a waiver of them or of the right at any time subsequently to enforce all the terms and conditions of the Contract.
  5. The rights and remedies provided in the Contract are cumulative and are not exclusive of any rights or remedies provided by law.
  6. If any provision of the Contract is declared by any court or other competent authority to be void, voidable, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Contract shall not in otherwise any way be affected or impaired thereby.
  7. The parties agree that no provision of the Contract shall be enforceable by any person who is not a party to it pursuant to any rights which, but for this clause, would be conferred on it by the Contracts (Rights of Third Party) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
  8. Clear Partners may at any time assign, transfer, charge or deal in any other manner with any of its rights hereunder, and may sub-contract any or all of its obligations under the Contract.
  9. The Customer shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of Clear Partners.
  10. The Customer acknowledges that it does not rely on, and shall have no remedy in respect of, any representation, whether negligent or not, of any person which is not expressly set out in the Contract, and the only remedy available to it for breach of any representation that is expressly set out in the Contract shall be for breach of contract.
  11. The Customer shall at all times indemnify Clear Partners against all liability incurred in connection with the transfer by operation of law to Clear Partners of the contracts of employment of any employees arising out of Clear Partners entry into or performance of the Contract.
  12. The Contract shall be construed in accordance with the law of England. The parties submit to the exclusive jurisdiction of theCourts of England.
“Can I thank you and the rest of your team for all the hard work everyone has put in this year.”
Optimum Nutrition
“The Clear Team, as ever, were brilliant!”
SEGRO
“The Clear team just ‘get’ us; every element of every event represents our brand, to the point that they just feel like an extension of our company.”
Red Bull
“What a week in Borneo! We’re looking forward to our next adventure with the Clear team.”
Arkadin
“EVENTORY saves me at least 2.5 hours per day.”
Ladbrokes Coral
“It was the best immersion trip I have been on with Asahi UK and I would say this had a lot to do with the organisation and leadership from Clear.”
Asahi
“Clear’s knowledge of our brand and requirements make the relationship seamless.”
Red Bull UK
“Clear’s event tech took away so much of the administration time and headache associated with these events and inventory.”
CBRE
“We are definitely happy with how the event went. You ladies have been great and I am confident we'll work together very soon. Thank you again for your support.”
GVC
“Clear are beyond amazing and one of the best external partners I've worked with, full stop.”
RED SAP Solutions
“New York was out of this world! We will never forget this trip and made some wonderful memories.”
The Nature’s Bounty Co.
“Thanks so much to you and your amazing team for making the event spectacular! Everyone had an amazing time.”
Blueprint Gaming
“I've been on many corporate trips across the world and this was the best organised. The attention to detail, the big wow events, the small gestures, all brilliantly executed. Clear did a fantastic job.”
Red Bull UK
“One of the best external partners I’ve ever worked with.”
The Nature’s Bounty Co.
“I must thank Clear Partners for everything in Venice. I really appreciated how professional and on top of things you guys were. Look forward to putting on something even better next year.”
Arkadin Cloud Communications
“Our clients will speak about the Monza GP event for years to come.”
CBRE