Last updated: September 2018
1.1 Client appoints CWT as its provider of meetings and events services (“Services”) as specified in the statement of work / purchase order / order form / written confirmation mutually agreed between the parties and referenced above (as applicable, “Order”) and CWT accepts such appointment subject to (i) the provisions contained in the Order, and (ii) these General Terms and Conditions which, collectively, form an agreement between Client and CWT (“Agreement”). In the event of any inconsistency between (i) the provisions in the Order and (ii) these General Terms and Conditions, the provisions in the Order shall take precedence. No changes shall be validly made to this Agreement unless expressly agreed in writing between the parties.
2 Term and Termination
2.1 CWT shall perform the Services for the period of time specified in the Order, unless otherwise extended or terminated. Either party may terminate this Agreement at any time by serving written notice on the other party if the other party (i) commits a material breach of any obligation of this Agreement and such breach (if capable of remedy) has not been remedied within thirty (30) days following receipt of notice describing such breach, or (ii) becomes insolvent, becomes bankrupt or has insolvency proceedings filed against it. Termination shall not affect a party’s accrued rights or liabilities, whether under contract or law.
3 Third Party Suppliers
3.1 Client acknowledges that certain services of third party suppliers may be required to provide any part of the Services. CWT shall use commercially reasonable efforts to assist Client in managing and coordinating the applicable third party services as specified, and in the manner set forth, in the Order, or as otherwise agreed in writing from time to time.
4 Third Party Supplier Costs.
4.1 When CWT is acting as the disclosed agent of Client, Section 4.2 shall apply. When CWT is acting in a principal capacity, Section 4.3 shall apply.
4.2 CWT as Disclosed Agent.
4.2.1 Where the parties have agreed that Client shall enter into bookings relating to any of the Services directly with third party suppliers, Client shall pay the associated third party costs directly to such third party suppliers and Client shall be solely responsible for the consequences of any failure to comply with the applicable third party supplier’s booking terms (including, without limitation, any applicable cancellation terms and associated fees).
4.2.2 Where the parties have agreed that CWT shall enter into bookings with third party suppliers on behalf of Client:
(i) unless otherwise expressly stated in the Order, CWT shall act as a disclosed agent of Client, acting only in accordance with Client’s written instructions and within the written limits of authority granted by Client.
(ii) CWT shall invoice and Client shall pay all related third party costs to CWT in the manner set forth in the Order. Subject to Client putting CWT in sufficient funds, CWT shall settle invoices relating to third party costs following receipt of an applicable third party supplier invoice.
4.3 CWT as Principal.
4.3.1 Where the parties have agreed that CWT shall act in a principal capacity, CWT shall invoice, and Client shall pay, the price in the manner set forth in the Order.
(i) CWT shall not be required to make any bookings, enter into third party commercial booking terms, nor make payments to third party suppliers in the event that Client is in default of its obligations of payment or any other of its obligations under an Order.
4.3.2 When acting in a principal capacity, the total liability of CWT shall be the amount of the Order, unless otherwise agreed in a specific Order.
5 CWT Fees and Expenses
5.1 In consideration of the Services rendered by CWT to Client, Client shall pay fees to CWT (“CWT Fees”) as set forth in the Order.
5.2 Client shall reimburse CWT in respect of the cost of reasonable travel expenses incurred by CWT in connection with the Services, subject to the production of appropriate evidence of payment.
5.3 Payment of the CWT Fees and any other amounts due to CWT shall be made free of any withholding or counterclaim within fourteen (14) days of receipt of a valid invoice, or as otherwise set forth in the Order. All CWT Fees, costs and expenses shall be exclusive of value added tax or any other equivalent applicable sales tax or duty.
6 Delayed Payment / Non-Payment
6.1 CWT shall not be required to make any bookings nor make payments to third party suppliers in the event that Client is in default of its obligations under this Agreement. Client acknowledges that its delay or failure to make payments (including any deposits) when due under this Agreement, may result in increased CWT Fees, increased third party costs and/or third party suppliers no longer being available to provide certain services.
7 Cancellation of Services
7.1 In respect of cancellation by Client of any Services performed by CWT, CWT reserves the right to charge Client cancellation fees as set forth in the Order, together with full reimbursement of costs relating to the applicable Services performed by CWT up to the date of notification of cancellation (whether or not such Services have been completed). Client acknowledges that it shall remain responsible for all third party costs, including, without limitation, costs which relate to Client’s cancellation of such third party services.
8.1 Client acknowledges that third party suppliers are independent and outside the control of CWT. CWT shall not be responsible for the acts or omissions of any third party supplier, save to the extent this is directly attributable to CWT’s failure to comply with its obligations under this Agreement. In the event that a third party supplier defaults prior to providing any third party services for which payment has been made, Client’s sole recourse for refund shall be with the defaulting third party supplier or its own insurer.
8.2 In the event that Client selects a third party supplier to provide any of the Services and instructs CWT to pay monies to such third party supplier on behalf of Client, Client shall be solely responsible in respect of any such monies payable to such third party supplier. CWT disclaims any and all liability arising out of an event of default in relation to such third party supplier.
8.3 Client shall be responsible for the acts and omissions of any individuals that make use of the Services at Client’s invitation or request (excluding CWT personnel or third party supplier personnel). In certain circumstances, CWT and/or third party suppliers may request individuals to sign waivers and/or liability release forms in order to enable participation in a meeting or event. A refusal by an individual to sign a waiver and/or liability release may prevent such participation.
9.1 Client shall put in place and maintain adequate insurance with a reputable insurer to cover losses suffered by Client and Client’s employees, contractors, participants and other third parties making use of the Services.
9.2 If a third party supplier requires additional insurance to be put in place in respect of any of the Services, Client shall be responsible for, and shall bear the cost of, such insurance, as set forth in the Order (as applicable).