Terms & Conditions

1.The Agreement
a) Engage Sport Management, a company registered in England and Wales with company number 05532103 having its registered office address at Unit 4.1.1, The Leather Market, Weston Street, London, England, SE1 3ER (ESM) is an event management company, which through the provision of its services provides access to events and hospitality packages for its clients. The Client wishes to engage ESM to provide the Package detailed in the Booking Details. The provision of such Package shall be subject to the terms and conditions herein (Terms).
b) When a Client indicates that they want to proceed with the Package, ESM will issue the Client with the Booking Details and these Terms. Where the Client signs and returns the Booking Details it confirms its intention to enter into the Agreement. The Agreement between the parties shall commence upon ESM commencing provision of the Package in accordance with the Booking Details and these Terms, following receipt of the signed Booking Details from a Client (Commencement Date), subject to these Terms.
c) The Parties agree that their relationship is not exclusive, and ESM can provide packages to any other third parties.

2.Payment Terms
a) ESM will provide the Package (being a combination of Services) and deliver the Package in accordance with these Terms and the Booking Details.
b) The Client shall provide all cooperation and further information (including but not limited to any additional identification) as reasonably required by ESM in connection with the provision of the Package.
c) Given the operational nature of the Package, ESM may make bookings or procure the services of third parties in respect of Packages (Third Party Services), through its provision of the Package. Where ESM does so, it acts as agent for and on behalf of the Client, and the Client hereby provides its consent to ESM for ESM to make such bookings or procure such Third Party Services.
d) ESM shall not be liable to the Client for any loss it suffers in connection with or as a result of, the provision of the Third Party Services and the provision of all Third Party Services are governed by the terms and conditions of the provider of such Third Party Services (Third Party Supplier), unless such loss is due to the negligence of ESM. The Client hereby agrees to be bound by and adhere to such Third Party Supplier(s) terms and conditions applicable to the Event and/or element of the Package (Third Party Terms), as made available to the Client by ESM from time to time.
e) In the event of any conflict between any Third Party Terms and this Agreement, the Third Party Terms shall prevail in respect of the provision of the Third Party Services only and only to the extent that any such conflict arises.
f) ESM gives no guarantee whatsoever that either an Event (or the individual elements which make up the Package) shall take place and any cancellation or postponement of an Event (or individual elements which make up the Package) shall be governed by these Terms.
g) Where a Client makes a special request for arrangements to take place at an Event or in respect of a Package (for example, specific seating requirements), whether indicated on the Booking Details or otherwise, ESM gives no guarantee that any special request can or will be fulfilled. ESM shall use its reasonable endeavours to make any special requests made known to the Third Party Supplier, but neither ESM or the Third Party Supplier shall be liable in any way to the Client if such a special request cannot be fulfilled or the Package is not provided in accordance with such a special request.
h) Any element of a Package that is booked and noted as ‘subject to availability’ in the Booking Details or otherwise may not be available at the point of booking and ESM gives no guarantee or warranty that any element of a Package that is subject to availability can be or will be booked as part of the Package. Where ESM is unable to complete a booking for any element of the Package which is subject to availability and availability is no longer there, ESM’s only liability to the Client in such instance is to refund to the Client an amount equivalent to the value of the element of the Package that cannot be booked, which it will do so as soon as reasonably practicable following notification of such unavailability, or where agreed with the Client shall apply a credit to the Client’s account for such sums or seek to find an alternative as agreed with the Client.

3.Fees and Payment Terms
a) The Client shall pay the Fees (including the Deposit, being 50% of the Fees, unless otherwise specified in the Booking Details and the balance) in respect of the Package, in accordance with the Payment Terms.
b) In the event there are no Payment Terms detailed in the Booking Details, Fees shall be paid as follows:
i) The Deposit, within 14 days from the Commencement Date.
ii) the remaining balance is to be paid no later than sixteen (16) weeks prior to the Event Date.
iii) Where the Event Date is between six (6) weeks and sixteen (16) weeks from the Commencement Date, all Fees shall be paid within seven (7) days from the Commencement Date.
iv) Where the Event Date is less than six (6) weeks from the Commencement Date, all Fees are payable immediately.
c) Unless stated otherwise in the Booking Details, the Fees are exclusive of any applicable VAT which shall be paid by the Client in accordance with ESM’s applicable invoice.
d) If payment for the Package is not made in accordance with the Payment Terms, (without prejudice to any other rights ESM may have in respect of this breach of contract), ESM shall notify the Client of such. If such payments remain unpaid for a further 7 days, ESM reserves the right, at its sole discretion, to terminate this Agreement or cancel any other bookings made by the Client, without first warning the Client of its intention to do so. The provisions in clause 7 (b) shall apply in respect of any payments for Package paid in advance.
e) All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).
f) Without limiting ESM’s rights under this Agreement, ESM shall be entitled to apply interest on late payments of any sums due by the Client to ESM under this Agreement at the rate of 4% from when the overdue sum became due, until payment in full is received by ESM.

4.Changes to a Package
a) The Client acknowledges that due to the nature of the Event and proposed Package, specific details about such Events may not be known at the time of booking. ESM will use its reasonable endeavours to provide the Package as advertised, including (but not limited to) timing, date, location and other arrangements, however ESM reserves the right, at its sole discretion (acting reasonably), to make changes to an Event (or individual element of the Package), provided the Client still receives substantially the same Package as requested in the Booking Details(or individual element of the Package).
b) ESM and the Client may agree for any other changes (which do not fall within clause 4(a) above) to a booked Package, which shall include any changes to Fees due or any other aspects of the Package.

5.Cancellation or changes made by a Third Party Supplier
a) Should any Event (or individual element of the Package) be cancelled or postponed for any reason whatsoever (including due to a Force Majeure Event) by a Third Party Supplier, then ESM will use reasonable endeavours to source an alternative Package or individual element of a Package, or an alternative Event.
b) In the event that no alternative Event or individual element of a Package is available, then the cancellation provisions contained in the applicable Third Party Terms shall apply and ESM shall take reasonable steps to mitigate any costs the Client will incur as a result of such cancellation / postponement, but ESM shall have no liability to the Client in relation to the cancellation or postponement of an Event. ESM shall use reasonable endeavours to obtain any relevant refunds received from such Third Party Suppliers, in respect of the Third Party Package only, who have cancelled or postponed such Event or individual element of the Package and shall pass on such refunds to the Client accordingly where the Client has already paid for the Package in full.
c) Where part of a Package is cancelled or postponed by a Third Party Supplier, it shall not affect the requirement to pay for all other elements of the Package, providing the remainder of the Package is to continue.

6.Cancellation by the Client
a) Any cancellation of this Agreement by the Client must be made in writing and is effective from the day it is received by ESM.
b) For the avoidance of doubt, the Client may not cancel part of a Package without ESM’s prior written consent.
c) Where the Client cancels the Agreement pursuant to clause 6(a) above, the Client agrees to pay the following cancellation charges:
i) If a booking is cancelled by the Client at any time after Commencement Date and more than twelve (12) weeks before the Event Date, the Client shall forfeit any payment made up to the date of cancellation. Unless otherwise stated in the Booking Details, should no payment or less than 50% of the total price have been received at this time the Client must pay ESM 50% of the Fee as a result of cancellation within seven (7) days.
ii) If this Agreement is cancelled by the Client at any time after the Commencement Date and less than twelve (12) weeks before the Event Date, the Client must pay ESM 100% of the Fee as a result of cancellation within seven (7) days from notice to cancel.
iii) The Client must pay to ESM any reasonable costs incurred by ESM in recovering sums owed under this Agreement or damages for non-performance thereof including legal costs on a full indemnity basis.
d) ESM may at its sole discretion offer the Client an alternative package at an alternative event if the Client indicates a desire to cancel this Agreement.
e) ESM shall take reasonable steps to mitigate any charges the Client will incur as a result of its cancellation and where it recovers refunds or credits from a Third Party Supplier, ESM shall calculate any amounts that could be due back to the Client from such sums.
f) Where ESM have not yet been paid or otherwise invoiced the Client for the Fees and the Agreement is cancelled pursuant to clause 6 (a), the Client shall pay all sums due within 30 days of receipt of applicable invoices.

7.Cancellation by ESM
a) Without limiting any other rights under this Agreement, ESM reserves the right to cancel the provision of a Package and withdraw the provision of the Package on notice to the Client where:
i) The Client fails to make payment of any Fees due in respect of a Package, and continues not to do so seven (7) days from such notification of non-payment as set out in clause 3 (d); or
ii) A Third Party Service included in a Package cannot proceed and it materially impacts the Package as a whole.
b) Where ESM cancels a Package in the circumstances set out in clause 7(a), without limiting any other sums due to ESM under this Agreement, the Client shall be liable to pay Fees which are due up to the point of cancellation, for Package provided up until that point.
c) In no event shall ESM be liable to the Client for any loss it suffers as a result of such cancellation and the Client shall not be entitled to any compensation for any such cancellation, however ESM shall use its reasonable endeavours to seek to recover any costs from Third Party Suppliers in respect of any cancelled Third Party Package, in order to pass such recovered costs back to the Client (where possible and received from such Third Party Supplier). In the event it cannot recover such costs from Third Party Suppliers, such costs shall be charged to the Client, and the Client shall pay any outstanding sums due within 30 days of receipt of applicable invoices.

8.Insurance
a) For the duration of the Agreement, each Party shall maintain insurance against any liability arising or likely to arise in connection with this Agreement. Such insurance cover shall be provided by insurer(s) of good reputation and financial standing.
b) It is the Client’s responsibility to ensure it has in place adequate insurance for postponement or cancellation (for whatever reason) of the Package (including the Event(s)).

9.Liability
a) Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for, death or personal injury caused by negligence, fraud or fraudulent misrepresentation and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
b) Subject to clause 9 (a) above, ESM are responsible for loss or damage the Client suffers that is a foreseeable result of ESM breaking this Agreement or ESM failing to use reasonable care and skill, but ESM are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, both Parties knew it might happen, for example, if Client discussed it with ESM during the booking process.
c) ESM shall not be liable for business losses and, accordingly, will have no liability to the Client for any loss of profit, loss of business, business interruption, or loss of business opportunity.
d) ESM shall not be liable for any loss or inconvenience the Client or a third party suffers as a result of any acts or omissions of a third party (including a Third Party Supplier), including any losses which arise as a result of the Third Party Package.
e) The Client hereby indemnifies and holds ESM harmless against any and all losses, costs, damages, and expenses, which are incurred by ESM which arise in connection with this Agreement or the attendance by the Client of an Event, including the Client’s non-compliance with any Third Party Supplier terms and conditions connected to an Event…

10.Termination
a) Notwithstanding the Parties’ rights to cancel the Agreement in clauses 6 and 7 above, without affecting any other right or remedy to it, either Party may terminate the Agreement with immediate effect, by giving written notice to the other Party if:
i) the other Party commits a material breach of any term of the Agreement and (if such a breach is remediable), fails to remedy that breach within ten (10) days of that Party being notified of the requirement to do so.
ii) the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
iii) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business. b) ESM may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Agreement on the due date for payment.
c) Upon termination of the Agreement for any reason (not including cancellation in accordance with clauses 6 and 7):
i) ESM shall immediately cease to provide or perform the Package.
ii) Unless otherwise stated in this Agreement, any outstanding amounts owed by the Client to ESM shall be payable within 30 days of termination, including any costs incurred by ESM in connection with the provision of the Package, which are otherwise payable but not yet invoiced.
iii) Termination or expiry of the Agreement 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 Agreement which existed at or before the date of termination or expiry.
iv) Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

11.Force Majeure
a) ESM shall not be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for a period of 28 days or has the result of delaying or cancelling an Event, then ESM may terminate the Agreement by giving written notice to the Client. For the avoidance of doubt, ESM shall be entitled to charge for the fees in respect of any Third Party Suppliers together with ESM’s fees for Package provided up to the point of such termination.

12.Data Protection
a) Each party shall, at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements from time to time in force in the UK relating to the use of personal data including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
b) In order to provide the Package, ESM may need to process personal data of the Client’s staff. Where it does so it shall act as data controller and shall process such personal data in accordance with its privacy policy (as updated from time to time).
c) ESM may need to share personal data with third parties such as event providers. It is the Client’s responsibility to ensure that individuals are notified of such intended use by ESM and ensure that any necessary consents have been obtained.

13.Miscellaneous

a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party, unless required by law, a court of competent jurisdiction, or any governmental or regulatory authority, or where sharing with its employees, officers, representatives, advisors or contractors who need to know such information for the purpose of carrying out the party’ obligations under the Agreement.
b) The Client acknowledges that when entering into this Agreement, it has not relied upon or been in any way induced by any warranties, representations written or verbal have been made by ESM or its employees officers or agents other than those contained in this Agreement.
c) These Terms and the Booking Details are the entire agreement between the Parties and apply to the agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law.
d) If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
e) In the event of a conflict between these Terms and the Booking Details, the provisions in the Booking Details shall prevail. This includes any Special Conditions detailed in the Booking Details, which take precedence over any conflicting in these Terms, to the extent of any inconsistency only.
f) The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
g) This Agreement will be governed by and interpreted in accordance with the laws of England and Wales and both Parties shall irrevocably submit to the jurisdiction of the courts of England and Wales.
h) Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.
i) Except as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by a representative of each Party.

14.Definitions

Capitalised terms in these Terms shall have the following meanings:
a) Agreement: shall mean these Terms together with the Booking Form.
b) Booking Details: the booking form detailing the Package to be provided to the Client.
c) Commencement Date: shall have the meaning in clause 1 (b).
d) Deposit: shall have the meaning set out in the Booking Details.
e) Event: shall have the meaning set out in the Booking Details.
f) Event Date: shall have the meaning set out in the Booking Details.
g) Fees: shall have the meaning set out in the Booking Details.
h) Force Majeure Event: means any event beyond the reasonable control of a party including (without limitation and in each case whether actual or threatened) acts of God, flood, fire, accident, sabotage, epidemic or pandemic (including for the avoidance of doubt the ongoing effects of the COVID-19 pandemic), civil disturbance, war, acts of terrorism or the threat of terrorism, explosion, national mourning, cyber-crime, regulations, bye-laws or prohibitions of any kind on the part of any governmental or local authority, strikes or other industrial or trade disputes.
i) Package: shall have the meaning set out in the Booking Details.
j) Parties: ESM and the Client.
k) Payment Terms: shall have the meaning set out in the Booking Details.
l) Services: shall mean the Services which form the Package, as detailed in the Booking Details or agreed in writing between the Parties.
m) Special Conditions: shall mean any special conditions relating to an Event and/or Package which are detailed on the Booking Details and which form part of (and take precedence over) any of these Terms in the event of any conflict.
n) Third Party Services: shall have the meaning set out in clause 2 (c).
o) Third Party Supplier: shall have the meaning set out in clause 2 (d).
p) Third Party Term: shall have the meaning set out in clause 2 (d).