Terms & Conditions of Business – Euro Sport & Event Management Limited
1 DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, unless the context otherwise requires:
“Booking Confirmation” means the document prepared by ESEM and signed by both parties which specifies the particulars of the Event.
“Budget” means the document agreed between the parties which specifies the Fees (as amended from time to time by agreement between the parties);
“Business Day” means any day other than a Saturday, Sunday or public holiday in England;
“Client” means the person or persons identified as the client in the Booking Confirmation;
“Conditions” means these written conditions;
“Confidential Information” means as defined in Clause 14.1;
“Data Protection Legislation” shall mean the UK GDPR (as defined in the Data Protection Act 2018) and/or the General Data Protection Regulation (EU) 2016/679 (the “EU GDPR”) (as applicable), the Data Protection Act 2018 and any other applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time);
“Data Subject“, “Controller“, “International Organisation“, “Processor” and “Processing” have the same meaning as in the Data Protection Legislation;
“Delegates” means the delegates participating in the Event as notified by the Client to ESEM pursuant to Clause 7.2;
“Deliverables” means any equipment, document or other deliverable item that ESEM may agree to supply to the Client as part of the Event;
“Effective Date” means either the date of signature by the Client of the Booking Confirmation or the date of acceptance by the Client of the Agreement under Clause 2;
“ESEM ” means Euro Sport & Event Management Limited whose registered office is: c/o Hurst And Co Accountants LLP, Lancashire Gate, Tiviot Dale, Stockport, Cheshire, England, SK1 1TD (Company no 05036028);
“Event” means the event to be organised by ESEM (including the delivery of any Deliverables) pursuant to Clause 2, as more fully described in the Booking Confirmation, Budget and the Itinerary;
“Fees” means amount charged by ESEM for organising the Event as described in Clause 8 and set out in the Budget, including amounts payable to any third party;
“Force Majeure Event” means as defined in Clause 22;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Itinerary” means the document providing a detailed description of the Event including but not limited to transport, accommodation, meals and activities;
“Personal Data” has the meaning set out in the Data Protection Legislation in relation to data Processed under the Agreement.
“Regulator” means any independent public authority responsible for monitoring the application of the Data Protection Legislation in the UK or any other member state of the European Union; and
“Third Country” means any country other than the UK.
1.2 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of these Conditions.
1.3 References in these Conditions to:
1.3.1 the parties include references to their respective successors in title, permitted assignees and novatees;
1.3.2 any statute or statutory provision include references to that statute or statutory provision as from time to time amended, extended, or re-enacted and to any rules, orders, regulations and delegated legislation made thereunder; and
1.3.3 “person(s)” shall include any individual, firm, company, association, corporation or other organisation or entity; and
1.4 Where the context so admits or requires words in these Conditions denoting the singular include the plural and vice versa and words denoting any gender include all genders.
2.1 These Conditions together with the Budget, the Itinerary and the Booking Confirmation constitute a valid agreement between the parties (the “Agreement”) which may be formed either by the parties signing the Booking Confirmation or by the Client indicating its acceptance of these Conditions and agreement to the Budget, the Itinerary and any additional terms and conditions set out in the Booking Confirmation in writing or by the Client’s continuing instructions in relation to an Event. In the event of any conflict between these Conditions on the one hand and one or more of the Budget, the Itinerary or the Booking Confirmation on the other, the provisions of these Conditions shall prevail, unless expressly stated to the contrary.
2.2 These Conditions apply to the Agreement to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
3.1 Subject to the provisions of these Conditions, ESEM shall organise the Event in accordance with the Booking Confirmation and the Itinerary including, where applicable, all appropriate hotel and ground services, programme creation, management and implementation, airline ticketing as appropriate, tax and the Itinerary.
3.2 Any bookings made by ESEM on behalf of the Client in relation to the Event (including travel, accommodation, entertainment and food and drink) are subject to the standard terms and conditions of ESEM’s third party suppliers (copies of which are available on request), which the Client and the Delegates must comply with at all times.
3.3 ESEM shall apply such time, attention, resources, personnel and skill as may be necessary or appropriate for the performance of its obligations hereunder.
4 SPECIAL REQUESTS
The Client shall inform ESEM in writing of any special requests (including but not limited to special facilities for disabled people, dietary requirements, and the like) which the Client or any of the Delegates may have. ESEM will use all reasonable endeavours to ensure that the special request is met but ESEM shall not be liable for any failure of itself, its representatives, agents or independent third party contractors to meet any special request.
5 PASSPORT, VISA AND HEALTH FORMALITIES
5.1 In relation to overseas events, the Client shall ensure that all Delegates hold a valid passport (not close to expiry), obtain the necessary visas well in advance of the intended journey and comply with the relevant country’s health formalities before entry.
5.2 ESEM accepts no responsibility for any Delegate not holding a valid passport or visa, or failing to meet the criteria for entry to the relevant country.
6 HIGH RISK ACTIVITY
6.1 In the event of any high risk activity ESEM will use all reasonable endeavours to minimise the risk for Delegates. The Client acknowledges and accepts any inherent risk and subject to Clause 16.2 accepts that ESEM shall not be liable or responsible in any way for any loss or damage to the Client (and its Delegates) and the Client’s property (including in relation to the Client’s and/or the Delegates’ negligence in relation to an Event and/or breach of the Agreement), unless caused by ESEM’s negligence and/or breach of these Conditions.
6.2 The Client shall, and shall ensure that Delegates shall, respect all preventative and safeguarding measures notified to them by ESEM or any of ESEM’s representatives, agents or sub-contractors. The Client shall ensure that Delegates attend any necessary training courses, wear protective clothing and gear as advised and are in a fit condition for the relevant activity.
6.3 ESEM reserves the right to prevent participation of any Delegate in high risk activity if ESEM or any of its agents, representatives or sub-contractors believes that a Delegate may cause danger or distress to himself/herself/themselves or others, the Client agrees to accept any such decision made, and will assist ESEM in implementing such a decision.
6.4 ESEM reserves the right, at any time, to request a Delegate to sign any document confirming that they are aware of any potential risk and that they accept that ESEM has taken all reasonable precautions in order to minimise the risk and that ESEM shall not be liable or responsible for any loss, damage or other expenses arising from the activity (subject to Clause 16.2).
contractors. The Client shall ensure that Delegates attend any necessary training courses, wear protective clothing and gear as advised and are in a fit condition for the relevant activity.
7 CLIENT’S OBLIGATIONS
7.1 The Client shall be responsible for specifying fully and clearly its requirements in relation to the Event. Subject to clause 21, the Client agrees to provide to ESEM promptly upon request all information, data, reports and other materials that ESEM may reasonably require from time to time to facilitate the organisation of the Event. The Client warrants that all such information, representations, data, reports and other materials is/are accurate and complete and that the Client is entitled to provide the same to ESEM for ESEM’s use without recourse to any third party.
7.2 The Client shall deliver to ESEM complete Delegate/rooming lists and scheduled transportation requirements, if applicable, at the time specified in the Booking Confirmation.
7.3 If the performance of any services hereunder requires the use, storage or transportation of any equipment or valuables belonging to the Client and/or any Delegate:
7.3.1 the Client shall ensure that ESEM’s personnel are given such access to the equipment as is reasonably necessary to facilitate the performance of the relevant services;
7.3.2 such equipment and/or valuables shall remain at the Client’s and/or the Delegate’s risk and ESEM shall not assume any responsibility or liability for the safety or security of the same;
7.3.3 the Client recognises that any such equipment provided to, or stored by, any third party will be subject to that third party’s terms and conditions; and
7.3.4 the Client shall take all reasonable precautions to safeguard the health and safety of ESEM’s personnel whilst working with, transporting or storing such equipment and shall ensure that such equipment at all times complies with all relevant laws, regulations and codes of practice.
7.4 The Client shall be responsible for and shall ensure that each and every Delegate has full and adequate insurance including cancellation, medical, extreme sports (if applicable), third party cover and general travel insurance and any other form of insurance that may be necessary for the Delegate. Alternatively, the Client shall have in place a full and adequate group insurance policy that covers each and every Delegate for the whole trip including the Event and activities they undertake. The policy must cover cancellation, medical, extreme sports (if applicable), third party cover and general travel insurance as well as any other form of insurance that may be necessary for the individual Delegate within the group.
8 FEES AND EXPENSES
8.1 In consideration of the organisation of the Event by ESEM hereunder, the Client shall pay to ESEM the Fees specified in the Budget and/or the Booking Confirmation. The Client acknowledges that the amounts set out therein in respect of third party expenses are estimates only. However, subject to clause 8.6, unless otherwise agreed with the Client, ESEM will not charge the Client in excess of the Fee should any expenses exceed the estimates set out in the Budget. ESEM shall be entitled to retain the benefit of any bulk, volume or similar discounts received by it in respect of any such expenses.
8.2 ESEM shall invoice the Client at the times and dates set out in the Booking Confirmation in respect of the Fees.
8.3 The Client shall pay ESEM’s invoices by the dates specified in the Booking Confirmation into a bank account nominated by ESEM, as identified in the Booking Confirmation and any Invoice. All invoices and all payments hereunder shall be in the currency contained within the Booking Confirmation.
8.4 The Fees are payable in full without deduction, withholding or set-off for any reason whatsoever and are inclusive of Value Added Tax at the rate specified on the date of the Booking Confirmation and any other duty or tax, which shall (if and to the extent applicable) be payable by the Client. If Value Added Tax or any other duty or tax increases, then the Fees will increase accordingly.
8.5 If the Client is overdue with any payment hereunder, then without prejudice to ESEM’s other rights or remedies:
8.5.1 the Client shall be liable to pay interest on any overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and/or
8.5.2 ESEM shall have the right to suspend performance of its obligations hereunder until ESEM has received payment of the overdue amount(s) together with any accrued interest; and/or
8.5.3 if payment is not made within 14 days of the due date, ESEM shall have the right to terminate any Agreement immediately upon written notice to the Client and to continue to charge the Customer the Fees.
8.6 ESEM reserves the right to increase the Fees if the cost to ESEM of performing its obligations hereunder increases as a result of:
8.6.1 any change to the Event or number of attendees for the Event, in each case, from as set out in the Booking Confirmation;
8.6.2 any change to the law or any other reason beyond ESEM’s reasonable control
8.6.3 any breach of these Conditions by the Client;
8.6.4 any breach of the terms and conditions of a third party supplier of ESEM by any Delegate or the Client;
8.6.5 the supply of incorrect, incomplete or misleading information by the Client; or
8.6.6 any other request or amendment by the Client which causes ESEM to incur any additional time or expense in relation to the Event.
9.1 ESEM has insurance cover in place in respect of its activities and the levels of cover it has are available on request. If the Client would prefer ESEM to have a higher level of cover in place in respect of any Event, ESEM is willing to organise this at the Client’s cost.
9.2 It is a condition of booking that all Delegates of a party must have full insurance in accordance with clause 7.4.
10 PROJECT MANAGEMENT
10.1 The parties shall each appoint a project manager who will be responsible for regular day to day liaison between the parties and for supervising and managing the performance of their respective obligations under the Agreement. The Client recognises that the ESEM Project Manager may not be with the Delegates at all times unless specifically requested but will provide details of availability and contact details.
10.2 The parties’ initial project managers are named in the Booking Confirmation. Any replacement of either party’s project manager shall be subject to that party giving prior written notice to the other party. ESEM reserves the right to use persons other than its employees to perform such obligations.
10.3 The parties’ respective project managers shall use all reasonable endeavours to resolve issues arising in relation to the Event but shall refer all problems the resolution of which is outside their ordinary authority to appropriate members of the parties’ respective senior management.
11.1 ESEM shall use all reasonable endeavours to deliver Deliverables by any agreed date(s) but time of delivery shall not be of the essence.
11.2 ESEM shall despatch the Deliverables, by such method(s) as ESEM may deem suitable, to such address as may be notified to ESEM by the Client in writing from time to time. The cost of despatching the Deliverables is not included within the Fee and will be charged to the Client separately.
11.3 Risk in the Deliverables shall pass to the Client at the time the Deliverables are despatched to the Client.
12 ALTERATIONS AND CANCELLATIONS
12.1 ESEM shall have no obligation to perform any work or undertake any activity that does not relate to or comprise part of the Event.
12.2 Subject to the rights of ESEM set out in Clause 12.6, at any time prior to or during the Event either party may by written notice to the other party recommend or request changes of or additions to the Event by describing the proposed change, setting out details of any additional work to be performed and/or any changes to the obligations of either party under any Agreement.
12.3 ESEM cannot guarantee to fulfil any request for changes to the Event but will use its reasonable endeavours to comply with the Client’s request, or provide a reasonably similar alternative, within a reasonable time scale. Any change made to the Event (including but not limited to a change in the number of Delegates) is likely to incur additional fees as detailed in Clause 8 which shall be notified to the Client by ESEM within 14 days of receipt by ESEM of the Client’s request. The Client shall notify ESEM within 3 days of receipt by it of the revised Fees estimate if the Client wishes to proceed with the proposed change to the Event. If the Client wishes to proceed then the Fees shall be revised accordingly. Pending agreement of any change between the parties, ESEM shall continue to perform and be paid for the provision of its obligations under these Conditions as if such change had not been requested.
12.4 If the Client insists on a change after having been notified by ESEM that either ESEM is unable to make such change, or the Client refuses to accept a reasonably similar alternative within a reasonable time scale offered by ESEM, or, in ESEM’s reasonable opinion, such change would materially affect the success of the Event and so ESEM is unwilling to accommodate such a change, then the Client shall be deemed to have cancelled the Event and the Fees shall become immediately payable.
12.5 Any bookings relating to travel (including air and overland travel) are based on current schedules of the relevant carrier and may have to be amended to reflect any schedule or tax changes. ESEM will notify the Client as soon as reasonably practical of any changes before departure. However, the Client acknowledges that schedule changes are outside ESEM’s control and that the Fees shall be payable despite any cancellation by the Client as a result of such schedule changes.
12.6 ESEM reserves the right to make changes to any of the arrangements relating to the Event at any time. ESEM shall notify the Client of any material change (as defined in Clause 12.7) as soon as is reasonably practicable. Subject always to Clause 22 (“Force Majeure Event”), ESEM will source a reasonably satisfactory alternative of a comparable standard (“Alternative”) to that part of the arrangements affected by the change and will notify the Client of all relevant details relating to the Alternative (including any additional costs arising from such change). Should the Client refuse to accept the Alternative, it will be deemed to have terminated the Event and will be liable to pay the Fees immediately, less any amount recovered by ESEM from any third party responsible for the change occurring.
12.7 For the avoidance of doubt, a “material change” as set out in Clause 12.6 above includes a change of hotel or a change of venue for an important part of the Event (as decided at ESEM’s discretion), but, for the avoidance of doubt, shall exclude a change of aircraft type and configuration or a change to the Event, or part of the Event, which is due to circumstances beyond the reasonable control of ESEM.
Any complaints about the Event and any related services provided by ESEM or any third-party supplier must be communicated to ESEM (if possible, through the ESEM project manager), at the earliest opportunity in writing, specifying any failure which the Client perceives at the place where the services concerned are supplied. ESEM reserves the right to reject any complaint received after expiry of such 7-day period. The Client shall ensure that Delegates comply with the complaint requirements set out in this Clause 13.
14.1 Each of the parties acknowledges and agrees that, whether by virtue of and in the course of an Agreement, these Conditions or otherwise, it shall receive or otherwise become aware of information relating to the other party, its clients, customers, supplier’s, businesses, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”) that it shall keep such Confidential Information strictly confidential at all times.
14.2 Subject to Clause 14.3, each of the parties agrees that any Confidential Information it holds in relation to the other party shall be held to that respective party’s order.
14.3 Each party may disclose the other party’s Confidential Information:
14.3.1 to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s Confidential Information comply with this Clause 14; and
14.3.2 as may be required by law, a court of competent jurisdiction or any governmental authority or Regulator.
14.4 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under any Agreement and these Conditions.
Subject to Clause 20, each of the parties warrants that it has full power and authority to carry out the actions contemplated under these Conditions, and that its performance under these Conditions will not infringe the rights of any third party or cause it to be in breach of any obligations to a third party.
16 LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
16.1 Subject to Clause 16.2, ESEM’s maximum aggregate liability under or in connection with any Agreement and these Conditions, whether in contract, tort (including negligence) or otherwise, shall (unless otherwise agreed with the Client in writing) in no circumstances exceed the Fees payable to ESEM in respect of the Event giving rise to the liability.
16.2 Nothing in these Conditions shall exclude or in any way limit ESEM’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.
16.3 Subject to Clause 16.2, ESEM shall not be liable to the Client whether in contract, tort (including negligence), by statute or otherwise in respect of any: special, indirect, incidental or consequential loss or damage; loss of actual or anticipated profits; loss of or damage to goodwill; loss of data; loss of business or contracts; loss of revenue or of the use of money; loss of anticipated savings, arising out of or in connection with any Agreement and these Conditions, whether the same is foreseeable, known or foreseen or otherwise; and/or inconvenience.
16.4 These Conditions set forth the full extent of ESEM’s obligations and liabilities in respect of the Event. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on ESEM except as specifically stated in these Conditions. Any condition, warranty representation or other term concerning the performance of any of ESEM’s obligations hereunder which might otherwise be implied into or incorporated in these Conditions, whether by statute, common law or otherwise, is hereby excluded.
16.5 The Client shall fully indemnify ESEM for any claim by any Delegate against ESEM as a result of anything that the Client has accepted responsibility for under any Agreement and these Conditions and shall fully indemnify ESEM for any claim by a third party supplier arising as a result of a breach of their terms and conditions by the Client or any Delegate.
17 TERM AND TERMINATION
17.1 Any Agreement shall have effect on and from the relevant Effective Date and, subject to the terms of the Booking Confirmation and this Clause 17, shall continue in full force and effect until each party has fully discharged all of its obligations under that Agreement.
17.2 Notwithstanding the provisions of Clause 17.1 above, and subject to Clause 18, either party may terminate an Agreement to which these Conditions apply immediately upon written notice to the other in the event:
17.2.1 of any material breach of that Agreement by the other party if such breach is not remediable or, if remediable, is not remedied within 14 days after the service by the party not in default of a written notice on the other party, specifying the nature of the breach and requiring that the same be remedied: or
17.2.2 of the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory (other than for the purpose of bona fide amalgamation), passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt.
17.3 For the avoidance of doubt, proposal of an Alternative under Clause 12.6 above does not amount to a material breach under Clause 17.2.1.
18 CONSEQUENCES OF TERMINATION
18.1 The termination of any Agreement shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to either party at the effective date of termination.
18.2 Upon termination of any Agreement for any reason other than termination by the Client under clause 17.2:
18.2.1 ESEM will be paid the Fees.
18.2.2 each party shall immediately deliver to, or dispose of as directed by, the other party any and all materials and property belonging or relating to the other party, including without limitation all Confidential Information, and all copies of the same, then in its possession, custody or control; and
18.2.3 provisions of these Conditions which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
19 INTELLECTUAL PROPERTY RIGHTS
19.1 The Client acknowledges and agrees that all Intellectual Property Rights created in relation to the Event by ESEM and in any Deliverables, wherever in the world enforceable, shall immediately upon creation vest in and shall be and remain the sole and exclusive property of ESEM (unless otherwise agreed in writing with the Client). If and to the extent that the Event relies upon Intellectual Property Rights belonging to a third party, ESEM shall use its reasonable endeavours to procure a licence for the Client to use such Intellectual Property Rights on such terms as may be agreed between ESEM and the relevant third party (where necessary).
19.2 The Client hereby grants to ESEM the non-exclusive right and licence to reproduce, distribute and use in any way the Client’s Intellectual Property Rights in any logos, trade names or trademarks of the Client in order to deliver the Event.
19.3 The Client shall fully indemnify ESEM for any claim by a third party arising out ESEM’s use of the Client’s Intellectual Property Rights under Clause 19.2.
19.4 ESEM hereby grants to the Client an irrevocable, royalty-free, non-exclusive, worldwide right and licence to use the Deliverables to the extent necessary for, the delivery of the Event by ESEM. This licence shall terminate immediately at the end of the Event and/or the termination of the Agreement (whichever is sooner).
20 CONSENTS AND LEGAL COMPLIANCE
20.1The Client accepts that ESEM’s performance of its obligations hereunder is conditional upon ESEM obtaining any and all licences, authorisations, permits and other consents necessary under the laws and regulations applicable in the UK and/or any country in which any part of the Event is scheduled to take place. The Client agrees to reimburse ESEM for all reasonable and verifiable costs and expenses incurred by ESEM in obtaining all such consents.
20.2The Client undertakes to obtain all necessary consents from Delegates, personnel and other individuals to ensure that ESEM has the right to process Personal Data in accordance with these Conditions and Clause 21.
21 DATA PROCESSING
21.1For the purposes of the Data Protection Legislation, ESEM is a Processor acting on behalf of the Client as Controller and, for the purposes of the Agreement:
21.1.1 the types of Personal Data are: names and contact details of the Client’s personnel, names, contact details, date of birth, Itinerary information, health assessments and any special requests relating to Delegates. The categories of Data Subjects are: the Client’s personnel and Delegates; and
21.1.2 the nature/purpose of the Processing is to enable ESEM to carry out the organisation of the Event and meet any Deliverables under the Agreement (which form the subject matter of the Processing) and the duration of the Processing shall be the term of the Agreement.
21.2 ESEM shall comply with its obligations under the Data Protection Legislation and shall, in particular:
21.2.1. process the Personal Data only to the extent necessary for the purpose of organising the Event and to deliver any Deliverables in accordance with the Client’s written instructions;
21.2.2. implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
21.2.3. ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
21.2.4. on request by the Client and taking into account the nature of the Processing and the information available to ESEM, assist the Client in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR or EU GDPR (as applicable) in respect of the Personal Data;
21.2.5. not transfer the Personal Data to a Third Country or to an International Organisation unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(i) the Client or ESEM has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) ESEM complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) ESEM complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data.
21.2.6. procure by way of a written contract that any third party appointed by ESEM under clause 25.1 to carry out its Processing obligations under the Agreement will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 21.2;
21.2.7. notify the Client, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by the Client) and assist the Client by technical and organisational measures, insofar as possible and at the Client’s cost, for the fulfilment of the Client’s obligations in respect of such requests and complaints;
21.2.8. notify the Client without undue delay on becoming aware of a Personal Data breach;
21.2.9. maintain records and information to demonstrate its compliance with this Clause 21.2 and, on request by the Client, make available all information necessary to demonstrate the Client’s compliance with this clause 21.2 and on reasonable advance notice in writing otherwise permit, and contribute to, audits (on Business Days) carried out by the Client (or its authorised representative) with respect to the Personal Data;
21.2.10. on termination or expiry of the Agreement, destroy, delete or return (as the Client directs) all Personal Data and delete all existing copies of such data unless required by law to keep or store such Personal Data.
21.3 The Client acknowledges that clause 21.2.1 shall not apply to the extent that ESEM is required by law to Process the Personal Data other than in accordance with the Client’s instructions and ESEM acknowledges that, in such a case, it must promptly inform the Client of the relevant legal requirement prior to Processing (unless the law prohibits the provision of such information on important grounds of public interest).
22 FORCE MAJEURE
22.1 Neither party shall be liable for any delay in performing or failure to perform its obligations (other than any payment obligations under these Conditions in the case of the Client) hereunder to the extent that and for so long as the delay or failure results from any act, event, non-happening, omission or accident beyond its reasonable control (a “Force Majeure Event”).
22.2 Force Majeure Events shall include but not be limited to strikes, lock-outs or other industrial action (other than strikes, lock-outs or other industrial action of any employees of the party seeking to rely on the Force Majeure Event), civil commotion, riot, invasion, war (whether declared or not) or threat of or preparation for war, fire, explosion, storm, flood, earthquake, volcanic eruption, subsidence, epidemic, pandemic or any other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of telecommunications networks or infrastructure, compliance with any law or governmental order, rule, regulation or direction, and/or breakdown of plant or machinery.
22.3 The party whose performance is affected by a Force Majeure Event shall, within five working days of becoming aware of the Force Majeure Event, provide a written notice to the other party, giving details of the Force Majeure Event, its likely duration and the manner and extent to which the performance of its obligations are likely to be prevented or delayed.
22.4 The occurrence of a Force Majeure Event shall not have the effect of discharging or postponing the affected party’s payment obligations to the other party.
22.5 Either party may terminate any Agreement if that other party has been subject to a Force Majeure Event for a continuous period of more than 30 days.
23.1 Unless otherwise expressly stated in these Conditions, all notices and other communications required or permitted to be given under these Conditions shall be in writing and shall be deemed duly served if delivered by hand or sent by fax or pre-paid registered post (or, in the case of an address for service outside the United Kingdom, by registered air-mail) to the intended recipient at the address set out in the Booking Confirmation.
23.2 Any notice shall be deemed to have been duly served if delivered by hand, on delivery; if sent by pre-paid registered post, two Business Days after posting; if sent by registered air-mail, five Business Days after posting; if sent by fax or email, during normal business hours (meaning 9.00am to 5.00pm London time on a Business Day), immediately on transmission, or if outside normal business hours, on the following Business Day, provided that, in each case a confirmatory transaction report or read receipt is obtained and retained by the sender.
24 ASSIGNMENT AND SUB-CONTRACTING
24.1 ESEM may assign or sub-contract any Agreement in whole or in part to any third party without recourse to the Client, provided that if ESEM sub-contracts any of its obligations under this Agreement it shall remain responsible for Works produced by its sub-contractors. If ESEM sub-contracts any of its obligations under this Agreement, it does so as principal and not the agent of the Client.
24.2 The Client may not assign, transfer, charge, sub-contract or otherwise dispose of any Agreement or any of its rights or obligations arising under this Agreement without the prior written consent of ESEM.
25 THIRD PARTY RIGHTS
25.1 A person who is not a party to an Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Agreement.
26.1 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
26.2 The Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. Each of the parties agrees that in entering into an Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than the statements, representations, warranties and understandings expressly set out in the Agreement.
26.3 Subject to Clause 26.4, the construction, validity and performance of any Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales to resolve any dispute between them, provided that ESEM shall have the right, as claimant, to initiate proceedings against the Client in any other court of competent jurisdiction.
26.4 For the avoidance of doubt, any additional agreement relating to the role of ESEM, or its employees, as a FIFA Match Agent (a “FIFA Match Agreement”) will be subject to the provisions contained with the Regulations for Licensed FIFA Match Agents in force at the date of signature.