DEFINITIONS AND INTERPRETATION
The following expressions shall have the following meanings:

Agreed Price means the grand total price set out in the Specific Terms.

Balance of Payment means the Agreed Price less the Standard Deposit paid, plus any other amounts payable on the terms of the Events Contract.

Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Calendar Day means any day of the year Saturday, Sunday or public holiday in England, when banks in London are open for business.

Contract Time means the agreed start and end time set out in the Specific Terms.

Date(s) means the date(s) of the Event.

Event means the use or event set out in the Specific Terms.

Events Contract means this agreement and the Specific Terms (each, as may be amended from time to time in accordance with this agreement).

Hirer or You means the person, company, partnership, society or firm hiring the Venue.

Hirer’s Agent means any agent acting on behalf of the Hirer.

Late Deposit means 100% payment for all Events Contracts signed within 28 Calendar days prior to the Event.

Overtime means any additional time spent outside the agreed Contract Time.

Parties means Venue Management and the Hirer and/or the Hirer’s Agent (as applicable, but so that the Hirer shall always be a Party).

Re-Instatement means returning the Venue to its original condition as found.

Set-Up means the time spent arranging the Venue before guests arrive.

Specific Terms means the terms and conditions specific to the Events Contract, as agreed in writing by the Parties.

Standard Deposit means 50% of the Agreed Price as a non-refundable deposit payable within 14 Calendar days of the Parties signing the Events Contract.

Venue Management means Atmosphere Venues Ltd (company no. 11352001).

Venue means the Event location specified in the Specific Terms.

BOOKING CONDITIONS

  1. The Events Contract must be confirmed by You in writing and by signing this agreement it is confirmed that You have agreed to enter into the Events Contract. The signed Events Contract must be returned to Venue Management by email, in accordance with the “Notices” clause of this agreement.
  2. This Events Contract is made between the Parties.
  3. When this Events Contract is signed in the name of a company, agency, firm, partnership or society, the person signing represents to Venue Management that s/he has full authority to sign such Events Contract.
  4. The Hirer and/or Hirer’s Agent agree that all individuals present at the Venue on behalf of the Hirer or Hirer’s Agent during the Date(s) will be governed by this Events Contract.
  5. The Hirer and the Hirer’s Agent (Co-obligors) are jointly and severally liable for their obligations under this agreement. Venue Management may take action against, or release or compromise the liability of, a Co-obligor, without affecting the liability of any other Co-obligor.
  6. In consideration of the payments required by the Hirer on the terms of the Events Contract, Venue Management grants the Hirer and/or Hirer’s Agent permission to utilise the Venue for the Event on the terms of the Events Contract.
  7. The Event will be for the Contract Time set out in the Specific Terms, to include all Set-Up and Re-instatement time.
  8. Any Event tickets issued by or on behalf of Venue Management that are specific to a person, whether individual, corporate or unincorporated, may not be transferred to any other person without Venue Management’s prior written consent.

RATES AND PAYMENTS

  1. By signing the Events Contract, the Hirer and/or Hirer’s Agent has agreed to pay a non-refundable Standard Deposit, whether or not the Hirer and/or Hirer’s Agent proceeds with the Event. The Balance of Payment must be paid no later than twenty eight (28) calendar days prior to the Event. If signing within 28 calendar days prior to the Event, the Hirer and/or Hirer’s Agent agrees to pay the non-refundable Late Deposit.  Payments must be in the form of cleared funds and paid by BACS or CHAPS.
  2. It is the Hirer’s and/or the Hirer’s Agent’s responsibility to make sure that all payments are made within the applicable time limit, otherwise Venue Management’s accounts system will automatically generate the late payment charge as below:Payment  1 – 7 calendar days overdue: 10% non-refundable late payment fee on the Agreed Price applies.
    Payment 8 – 14 calendar days overdue: 15% non-refundable late payment fee on the Agreed Price applies.
    Payment 15 or over calendar days overdue: 25% non-refundable late payment fee on the Agreed Price applies.
  3. If the final payment (being, as applicable, the Balance of Payment or the Late Deposit, plus any late payment charges on the terms of clause 2 above) is not received as above within 5 calendar days of the due time for commencement of the Event, and Venue Management has been unable to process the total balance due by deducting payment using the credit card guarantee form incorporated within this agreement, the Event will be deemed to be cancelled with immediate effect on written notice to the Hirer or the Hirer’s Agent. In exceptional circumstances Venue Management may, at its sole discretion, still be prepared to facilitate the Event.
  4. The Agreed Price will not include any Overtime that may be required. Overtime will be charged at £3000.00 per hour, but excludes staffing costs (which will also be paid by the Hirer). All charges will be in 1 hour increments. A fifteen (15) minute grace period may be granted at the discretion of Venue Management at its sole discretion, after which Overtime will be charged.
  5. Any agreed minimum spend obligation, known additional charges, additional guests and overtime must be guaranteed with a credit /debit card and will be invoiced prior to the Event, payable no later than 5 calendar days prior to the Event date to avoid the card being charged. Any additional charges incurred on the actual date of the Event MUST be paid in full by credit card at the end of the Event and it is the Hirer’s responsibility to ensure that a valid card is available.
  6. All other methods of payment other than bank transfer will incur an administration charge of 2%.
  7. If the Hirer fails to make any payment due to Venue Management under the Events Contract by the due date for payment, then, without limiting Venue Management’s other remedies under the Events Contract the Hirer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
  1. All amounts due under the Events Contract from the Hirer and/or the Hirer’s Agent to Venue Management shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

DATE CHANGES, CANCELLATION & FORCE MAJEURE

  1. If Venue Management agrees in writing, the date of an Event may be changed after the booking is made for an additional charge of 20% of the Agreed Price, such amount to be paid in full to Venue Management within 2 Business Days of any such agreement.
  2. If the Hirer and/or Hirer’s Agent wishes to cancel an Event for any reason, they must send a written request to do so by first class recorded delivery post to Venue Management at “Atmosphere Venues Ltd, Millbank Tower, 21-24 Millbank, Westminster, London SW1P 4QP”. No other form of notification will be accepted. Venue Management will confirm upon receipt acceptance of the cancellation.
  3. If the Events Contract is cancelled by the Hirer and/or Hirer’s Agent for any reason before the date falling twenty eight (28) days of the Event, a cancellation fee of fifty percent (50%) of the Agreed Price, together with any additional charges payable on the terms of the Events Contract, will be payable to Venue Management within ten (10) days from the date of such cancellation.
  4. If the Events Contract is cancelled by the Hirer and/or Hirer’s Agent for any reason within twenty eight (28) days of the Event, a cancellation fee of one hundred percent (100%) of the Agreed Price, together with any additional charges payable on the terms of the Events Contract, will be payable to Venue Management within ten (10) days from the date of such cancellation.
  5. Without limitation to its right to claim any shortfall, Venue Management shall be entitled to set-off any amounts payable to it on the terms of clauses 3 or 4 above against any amounts already held by it for or on behalf of the Hirer.
  6. Venue Management shall not be liable for failure to perform its obligations if such failure is as a result of Acts of God (including, without limitation, fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, disease control, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout, interruption or failure of electricity or telephone service, or any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent. Venue Management shall be entitled, by providing the maximum practicable notice in writing, to cancel the hire of the premises, if it is Venue Management’s judgement acting reasonably that there is genuine reason to do so. In this event, and unless the Hirer or the Hirer’s Agent have contributed to the force majeure event in question, Venue Management will issue an event credit to the Hirer for the amount that Hirer or the Hirer’s Agent have already paid to Venue Management for the applicable Event. No other refunds or compensations of any kind will be due from Venue Management.

CATERING & AUXILIARY SERVICES CONDITIONS

  1. Venue Management can provide competitive pricing due to a “just in time” purchasing system. Should the final number of guests increase, extra guests will be charged for accordingly on a pro-rata basis. This will include Venue hire, staffing and catering. However, such extra charges will not apply to the extent that Venue Management already has the required catering equipment on the day of the Event.[Additional Services Requested 4 – 10 business days before event: 10% last minute order charge.
    Additional Services Requested 1 – 3 business days before event: 20%
    last minute order charge.][1]
  2. All menus, wines and spirits are subject to availability. If the chosen item is not available, Venue Management will endeavour to find a suitable alternative in consultation with the Hirer and/or Hirer’s Agent.
  3. No food or beverage may be brought onto the premises by the Hirer and/or Hirer’s Agent or its guests for consumption unless prior written consent has been obtained from Venue Management. When consent is given, a Food Waiver Form must be completed by the Hirer and/or Hirer’s Agent not later than 2 calendar days before the Event, for health and safety purposes.
  4. The Hirer and/or Hirer’s Agent agrees to the following Event deadlines, to avoid last minute order charges:10 calendar days before Event start date: final guest numbers, catering, allergen and dietary information, and Event agenda, to be provided in writing to Venue Management.2 business days before Event start date: signage requests, delivery information and full guestlist (to include guests, crew, staff and contractors) provided in writing to Venue Management.Venue Management shall not be liable for failure to perform its obligations if deadlines are not met. Venue Management will endeavour to find a suitable alternative in agreement with (and at the cost of) the Hirer and/or Hirer’s Agent.

CONDUCT & LIABILITY

  1. The Hirer and/or Hirer’s Agent are responsible for any damage or loss caused to the Venue or contents and the orderly conduct of the guests attending the event. They are also responsible for any damage or loss caused to the Venue or contents by any outside contractors, unless booked by Venue Management. The Hirer and/or Hirer’s Agent agree to make good forthwith to the satisfaction of Venue Management, or pay the reasonable cost of making good for such damage or loss to the Venue arising out of the Hirer and/or Hirer’s Agent’s Event. Venue Management strongly recommends that event insurance is procured. Toward that end, Venue Management agrees to notify the Hirer and/or Hirer’s Agent within ten (10) Business Days from the end of the Event of any such damage and/or loss. Venue Management will charge a £500.00 administration fee in respect of all claims made, which shall be payable by the by the Hirer and/or Hirer’s Agent.
  2. The Hirer and/or Hirer’s Agent will supply (no later than 5 days before the Event) an original “Certificate of Insurance,” confirming the details of the Hirer’s public liability insurance. Such insurance will have minimum personal / public liability coverage of £5,000,000 and a minimum property damage coverage of £1,000,000. Venue Management strongly recommends that event insurance is procured. The Hirer and/or Hirer’s Agent may also choose to put in place contingency insurance in respect of the Event.
  3. The Hirer and/or Hirer’s Agent are responsible for respecting residents and neighbours of the Venue and will ensure that all activities relating to the Event which are to take place (loading, parking, noise levels etc) are conducted in a reasonable manner.
  4. The Hirer and/or Hirer’s Agent must remove all equipment, theming and décor at the end of the Event. Where this is not possible or where Events finish at unsociable hours, alternative arrangements must be made with Venue Management. Venue Management will not be held responsible for any items left at the Venue past the agreed access times.
  5. Authorisation must be attained from Venue Management prior to bringing any goods or equipment to the Venue. If You wish to bring anything onto the property in addition to handbags/briefcases, a full list of all goods/equipment must be provided a minimum of 10  calendar days prior to the Event for suitability clearance and delivery instructions. Deliveries may be made between 0800 and 2300 daily. If booked within 10 calendar days, it must be supplied at the time of booking.
  6. Commercial filming or photography is strictly prohibited unless express permission has been granted within the Specific Terms. Should this occur without consent, a charge of £5,000.00 will apply. It is accepted that images may be used by Venue Management for marketing purposes.
  7. Real flame, hypnotism or nudity are not permitted in the Venue.
  8. Millbank Tower’s fire drill is scheduled each Friday at 10am (or such other time as is notified to the Hirer and/or Hirer’s Agent in writing). Venue Management will not be held responsible for any related disturbance.
  9. Music is permitted as per the regulations of Venue’s licence:

All amplified music must be fitted with a limiter or pass through our in-house limiter system.
28th Floor, Atmosphere 28 decibel limits: 84db on the floor, 90db under the sound array. Live bands are permitted with electronic instruments only. All sound, including instruments, must be plugged into Venue Management’s sound system. Additional bass bins or subwoofers are not permitted.
Atmosphere 29 decibel limits: 74db on the floor, 84db under sound array. Live bands, including singers, are not permitted.

  1. Any additional lighting brought into the Venue must not be permitted to bleed out of the windows.
  2. The following equipment is not allowed in the Venue unless it has been approved by Westminster Council:
  • dry ice, cryogenic fog, smoke machines, fog generators, pyrotechnics
  • firearms, lasers, explosives & flammable substances, real flame, strobes.

RIGHT OF ENTRY AND SECURITY

  1. Venue Management reserves the right of entry for itself and its contractors and agents to enter the Venue at all times.
  2. A full guest, crew, staff and contractor list must be provided to Venue Management, in writing, for the Event (first name and surname) at least 48 hours prior to access. No person will be admitted to the Venue unless so identified.
  3. The Hirer and /or Hirer’s Agent undertake that every guest is a guest in the true meaning of the term and will not have purchased any ticket or paid for his or her attendance at the Event.
  4. Venue Management may, for security purposes, stop and search any person entering the building and shall be entitled to refuse entry to any person or animal which they consider to be a risk to safety.
  5. Due to licensing restrictions, no person under the age of 18 will be allowed into any Event unless the Event is under-18 specific.
  6. Please note that Venue Management reserves the right to refuse admission and / or remove any person from the Venue at its sole discretion. In addition, any person found possessing, using, or distributing any type of drug will be reported to the Police.
  7. If any person is found to be in possession of drugs, Venue Management has the right to terminate the Event immediately, without any refund due to the Hirer or the Hirer’s Agent, and without prejudice to Venue Management’s right to claim any unpaid amounts from the Hirer and/or Hirer’s Agent.
  8. Venue Management has the right to remove any individual from an Event if it feels that they have consumed too much alcohol.

 

 

TERMINATION

  1. Without affecting any other right or remedy available to it under law or the Events Contract, Venue Management may terminate the Events Contract with immediate effect by giving written notice to the Hirer and/or the Hirer’s Agent if:

(a)        the Hirer and/or the Hirer’s Agent fails to pay any amount due under the Events Contract on the due date for payment and remains in default not less than one (1) Business Day after being notified in writing to make such payment;

(c)       the Hirer and/or the Hirer’s Agent otherwise commits a breach of any other term of the Events Contract, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do so;

(d)        the Hirer and/or the Hirer’s Agent repeatedly breach any of the terms of the Events Contract in such a manner as to reasonably justify the opinion that the conduct is inconsistent with having the intention or ability to give effect to the terms of the Events Contract;

(e)        Venue Management believes that, after an Event is booked, any aspect of it develops in such a way as to represent a health and safety risk or otherwise a risk to any of the Venue or Venue Management’s staff, contractors or agents;

(f)         the Hirer and/or the Hirer’s Agent suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(g)        the Hirer and/or the Hirer’s Agent commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(h)        a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the Hirer’s and/or the Hirer’s Agent’s winding up;

(i)         an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Hirer and/or the Hirer’s Agent or their respective assets;

(j)         the holder of a qualifying floating charge over the Hirer’s and/or the Hirer’s Agent’s assets has become entitled to appoint or has appointed an administrative receiver;

(k)        a person becomes entitled to appoint a receiver over all or any of the Hirer and/or the Hirer’s Agent, or a receiver is appointed over all or any of the Hirer’s and/or the Hirer’s Agent’s assets;

(l)         a creditor or encumbrancer of the Hirer and/or the Hirer’s Agent attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Hirer’s and/or the Hirer’s Agent’s assets and such attachment or process is not discharged within 14 days;

(m)       any event occurs, or proceeding is taken, with respect to the Hirer and/or the Hirer’s Agent in any jurisdiction to which the Hirer and/or the Hirer’s Agent is subject that has an effect equivalent or similar to any of the events mentioned in clauses (f) to (l) (inclusive) above;

(n)        the Hirer and/or the Hirer’s Agent suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(o)        there is a change of control of the Hirer and/or the Hirer’s Agent.

CONSEQUENCES OF TERMINATION

  1. On termination or expiry of the Events Contract:

(a)        the Hirer shall immediately pay to Venue Management all of the Hirer’s outstanding unpaid invoices and interest and, in respect of any services supplied but for which no invoice has been submitted, Venue Management may submit an invoice, which shall be payable immediately on receipt; and

(b)        any provision of the Events Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

  1. Termination or expiry of the Events Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Events Contract which existed at or before the date of termination or expiry.

SET-OFF

  1. Venue Management may at any time, without notice to the Hirer, set off any liability of Venue Management to the Hirer and/or Hirer’s Agent against any liability of the Hirer and/or Hirer’s Agent to Venue Management, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, Venue Management may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Venue Management of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
  2. Venue Management may at any time, without notice to the Hirer, set off any liability of the Hirer to Venue Management against any deposit provided by the Hirer to Venue Management.

GOVERNING LAW AND JURISDICTION

The Events Contract shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the jurisdiction of the English Courts.

HIRER BRAND ETC

To the extent that the Hirer or the Hirer’s Agent consents in writing, we shall be permitted to use the Hirer’s logo and associated materials for the purposes of promoting and hosting the event, and for such other purpose as is agreed.

NOTICES

  1. Any notice or other communication given to a Party under or in connection with the Events Contract shall be in writing and shall be:

(a)        delivered by hand or by pre-paid first-class recorded post or other next working day recorded delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)        sent by email to the address specified in the Specific Terms.[2]

  1. Any notice or communication shall be deemed to have been received:

(a)        if delivered by hand, on signature of a delivery receipt;

(b)        if sent by pre-paid first-class recorded post or other next working day delivery service, at 10.00 am on the Business Day after posting; and

(c)        if sent by email, at the time of transmission or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

  1. This notice clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

LIMITATION OF LIABILITY

Please pay particular attention to the contents of this clause.

  1. The restrictions on liability in this clause apply to every liability arising under or in connection with the Events Contract, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
  2. Nothing in the Events Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a)        death or personal injury caused by negligence;

(b)        fraud or fraudulent misrepresentation; and

(c)        breach of the terms implied by section 2 of the Supply of Goods and Services Act            1982 (title and quiet possession).

  1. Subject to the preceding provisions of this limitation of liability clause, Venue Management’s total aggregate liability to the Hirer and the Hirer’s Agent in respect of an Event shall not exceed an amount equal to the amount paid by Hirer and/or Hirer’s Agent to Venue Management in respect of the Event in question.
  2. The following types of loss are wholly excluded from Venue Management’s liability to the Hirer and the Hirer’s Agent:

(a)        loss of profits;

(b)        loss of sales or business;

(c)        loss of agreements or contracts;

(d)        loss of anticipated savings;

(e)        loss of use or corruption of software, data or information;

(f)         loss of or damage to goodwill; and

(g)        indirect or consequential loss.

  1. Unless the Hirer notifies Venue Management that it intends to make a claim in respect of an occurrence within the notice period, Venue Management shall have no liability for that occurrence. The notice period for an occurrence shall start on the day on which the Hirer or the Hirer’s Agent became, or ought reasonably to have become, aware of the occurrence having occurred and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

GENERAL

  1. The Events Contract applies to the exclusion of any other terms that the Hirer or the Hirer’s Agent seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  2. If there is any conflict between the terms of this agreement and the Specific Terms, the Specific Terms will prevail.
  3. The Events Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Events Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Events Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Events Contract.
  4. It is the Hirer’s responsibility to check the contents of an Events Contract before it is signed. Venue Management accepts no responsibility for any purported inaccuracies in an Events Contract once the Hirer and/or Hirer’s Agent has signed it.
  5. The Hirer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Events Contract without Venue Management’s prior written consent. Venue Management may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights (but not its obligations) under the Events Contract.
  6. No variation of the Events Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
  7. A waiver of any right or remedy under the Events Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Events Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Events Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  8. If any provision or part-provision of the Events 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 Events Contract.
  9. The Events Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Events Contract.

[1] AV to confirm the intention here.

[2] Note: these details will need to be in the Specific Terms of each Event.