QUINTESSENTIALLY & CO. LIMITED TERMS AND CONDITIONS

(a) where the Client cancels the Event between 0 and 14 days prior to the Event Date, the Client shall pay 100% of Quintessentially’s Fee less the amount of the non-refundable deposit set out in the PAF;

(b) where the Client cancels the Event between 15 and 30 days prior to the Event Date, the Client shall pay Quintessentially 75% of Quintessentially’s Fee less the amount of the non-refundable deposit set out in the PAF;

(c) where the Client cancels the Event 30 days or more prior to the Event Date then the Client shall pay Quintessentially such percentage of Quintessentially’s Fee that the period between the date of notice of cancellation and the Event Date represents in relation to the period between the date of the PAF and the Event Date less the amount of the non-refundable deposit set out in the PAF.

7.4 Where the Event comprises a number of component parts, from time to time in rare circumstances for commercial, logistical and/or other reasons, it may be necessary for Quintessentially to vary or alter some elements of the Event. If any material elements of the Event require to be varied by Quintessentially, the Client shall be informed at the earliest practicable opportunity and the parties shall discuss such required variations in good faith. Any variation to the Event shall be made by way of a Project Change Notice via Procim. No refunds will be due to the Client where the variation or substitution is comparable to the element of the Event which is being altered.

7.5 If any element of the Services relating to the Event is to be performed by a sub-contractor, supplier or other third party and that third party cancels prior to the Event Date then, where such third party is contracted by Quintessentially, Quintessentially shall use its reasonable endeavours to recover any fees paid to such third party together with any cancellation fees payable under the relevant contract and to replace such third party with another supplier of an equivalent standard after discussing in good faith with the Client. Where Quintessentially is unable to replace such third party prior to the Event Date, the element of the Budget representing that third party’s fee shall be removed from the total Budget.

7.6 If the Event is cancelled by Quintessentially, other than by reason of a Force Majeure Event as set out in clause 16.1 and subject to there being no Client Default,then a full refund of all monies already paid under the Contract shall be payable promptly to the Client.

8. THIRD PARTY COSTS

8.1 Quintessentially shall prepare and submit to the Client for approval the project costs Budget(s) for each stage of the Services (if applicable) in advance of the commencement of such stage of the Services.
8.2 In the event that changes are made to the Services in accordance with Clause 7 during the course of providing the Services, the Client accepts that the fees payable may increase or decrease. If the scope of the Services change or services requiring additional Third Party Supplier Costs are requested by the Client then the Client acknowledges and accepts that it shall be liable for any additional Third Party Supplier Costs relating to such changes or services.
8.3 Quintessentially reserves the right to present, and the Client agrees to pay on presentation, any invoice in respect of advance or instalment payments due or required to be made by Quintessentially to Suppliers in connection with the Services.
9. APPROVALS AND AUTHORITY
9.1 After obtaining general approval of a campaign or project plans from the Client, Quintessentially may proceed with performing the Services in respect of such campaign or project plans in all respects. Quintessentially will submit to the Client for specific approval, whenever practicable to do so, and in accordance with the Scope of Work (if applicable), draft press releases, articles, photographs and captions, copy, layout, artwork and scripts.
9.2 Written or verbal approval by the Client (or any Client contact named in the PAF or any Scope of Work) shall constitute authorisation for Quintessentially to proceed with performing any part of the Services so approved and such approval will be taken as authorisation to enter into contracts with Suppliers.
9.3 Quintessentially reserves the right to nominate and appoint Suppliers for the purposes of performing the Services and to approve or disapprove any work that relates to the project or the campaign for which Quintessentially is ultimately responsible.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Quintessentially acknowledges and agrees that the Intellectual Property Rights in and to any Deliverables shall vest and be owned by the Client.
10.2 Quintessentially warrants that the Client’s use (or that of its contractors or agents) of any Deliverables
(other than in respect of any materials supplied by the Client to the extent such material form part of the Deliverables) will not infringe the Intellectual Property Rights or any other rights of any third party. Quintessentially hereby agrees to indemnify, and keep indemnified, the Client from and against any and all claims, losses, costs, expenses (including all reasonable legal expenses) and liabilities that it may suffer as a result of any claim that the Client’s use (or that of its contractors or agents) of Deliverables created by Quintessentially infringes the Intellectual Property Rights or any other rights of any third party
10.3 Quintessentially may take photographs or video footage of the Event before or after any guests arrive. Photographs and video footage taken will only be for internal or commercial use of Quintessentially and solely for the purpose of recording the design, production and entertainment of the Event with no reference to the client, guests, branding or logos. Quintessentially will obtain prior consent from the Client for any photographs or video or recordings of identifiable individuals taken during the event.
10.4 Quintessentially shall, or shall use reasonable endeavours to procure that its employees and subcontractors shall, execute all such documents within a reasonable period of time and do all such acts as the Client may reasonably request so as to give effect to the provisions of this clause 10.

11. CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.

12. LIMITATION OF LIABILITY

12.1 Nothing in these Terms and Conditions shall limit or exclude Quintessentially's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.2 Subject to clause 12.1:

(a) Quintessentially shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Quintessentially's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amounts paid by the Client to Quintessentially under the Contract.
12.3 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.

13. ATTENDEE BEHAVIOUR AT EVENTS

13.1 Quintessentially reserves the right to refuse admission to the Event of any attendee at its sole discretion if its staff are of the opinion that admission of such person(s) may cause harm or damage to the Venue (or any property situated at the Venue), to guests or to any personnel in attendance at the Event.
13.2 If any of the attendees of the Client, or agents or representatives or others instructed or otherwise engaged by the Client shall cause any damage to the Venue (or any property situated at the Venue) or are responsible for any other loss of Quintessentially sustained in connection with the Event, the Client agrees to wholly indemnify and hold Quintessentially harmless on demand against any and all losses, claims, liabilities, expenses and/or fees of Quintessentially in respect of the same.

14. TERMINATION

14.1 Subject to earlier termination pursuant to clauses 14.2, 14.3 and 14.4, the Contract shall terminate in accordance with any termination provisions agreed in the PAF or upon the receipt by Quintessentially of all its fees payable under this Contract.
14.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
(b) the other party 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 (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or
(being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party 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 its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party 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 its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(b) to clause 14.2(i)
(inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.3 Without limiting its other rights or remedies, Quintessentially may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
14.4 Without limiting its other rights or remedies, Quintessentially shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Quintessentially if the Client becomes subject to any of the events listed in clause 14.2(b)) to clause 14.2(l), or Quintessentially reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

15. CONSEQUENCES OF TERMINATION On termination of the Contract for any reason:

(a) the Client shall immediately pay to Quintessentially all of Quintessentially's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Quintessentially shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

16. GENERAL 16.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Quintessentially including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Quintessentially or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
(b) Quintessentially shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents Quintessentially from providing any of the Services for more than ten weeks, Quintessentially shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
16.2 Assignment and subcontracting:

(a) The Client acknowledges that elements of the Services may be performed by sub-contractors or suppliers of Quintessentially from time to time or by contractors or suppliers contracted by the Client directly. The Client agrees that Quintessentially may at any time subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent and Quintessentially will provide the names of all
sub-contractors and suppliers as and when such third parties are engaged in relation to any element of the Event upon the request of the Client. Quintessentially may at any time assign, transfer, and/or otherwise deal with all or any of its rights or obligations under the Contract.
(b) The Client shall not, without the prior written consent of Quintessentially, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.3 Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by
pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
(c) This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
16.4 Waiver:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
16.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or
part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
16.8 Variation: Except as set out in these Terms and Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Quintessentially and the Client.
16.9 Counterparts: This Contract may be entered into in the form of two or more counterparts each executed by one or more of the Parties but, taken together, executed by all and, provided that all the parties so enter into the Contract, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original, but, taken together, they shall constitute one instrument.
16.10 Entire agreement: The Contract sets out the entire agreement and understanding between the Parties in relation to its subject matter and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Quintessentially, which is not set out in the Contract.
16.11 Governing law and jurisdiction: This Contract, 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), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.