1.1 Terms Overview
All deﬁned terms will have the meanings set out in the attached Access contract save where they are deﬁned in this Agreement. In the event of any inconsistency between this Agreement and the Access contract the terms of the Access contract will apply.
2. WHEN DOES THIS AGREEMENT START AND FINISH?
2.1 This agreement:
(a) starts on the Date of Agreement; and
(b) ends immediately after the End Time.
3 THE DUUZRA SYSTEM
3.1 The Client hereby appoints Duuzra as its contractor to provide the Duuzra system.
4 PAYMENT OF FEE
4.1 The Client shall pay the Total Fee to Duuzra as outlined in the Schedule of Charges in line with the Payment Terms
4.2 Any VAT on the Total Fee is payable by the Client to Duuzra in addition to the
Total Fee in line with the Payment Terms.
5 CANCELLATION OR POSTPONEMENT
5.1 If the Client wishes to cancel or postpone the Duuzra system, the Client shall:
(a) give written notice to Duuzra; and
(b) be entitled to a full refund if a minimum of 60 days notice prior to the ﬁrst event
(c) pay a cancellation fee to Duuzra calculated as follows:
Notice of less than 60 days - 10% of Total Fee
Notice of less than 30 days - 50% of Total Fee
Notice of less than 14 days - 75% of Total Fee
Notice of less than 7 days - 100% of Total Fee
5.2 The cancellation fee is payable by the Client to Duuzra immediately upon giving written notice, unless the Total Fee has already been paid whereby Duuzra shall refund any overpayment.
6 INTEREST ON LATE PAYMENTS
6.1 If the Client fails to pay the Total Fee or cancellation fee on time, Duuzra is entitled to charge the Client interest from the due date for payment until the date of actual payment at the maximum rate allowed under the Late Payment of Commercial Debts (Interest) Act 1998, which is currently 8% over the oﬃcial dealing rate.
7 DUUZRA DUTIES
7.1 Duuzra shall provide the Duuzra system:
(a) on the Date;
7.2 Duuzra shall:
(b) between the Start Time and End Time;
(c) at the Venue; and
(d) using reasonable care and skill.
(a) liaise with and report to the Client Contact about the Duuzra system;
(b) ensure that all its employees and contractors who appear at the Venue to
provide the Duuzra system are trained in its operation.
8 CLIENT DUTIES
8.1 The Client shall:
(a) ensure that Duuzra, its employees and contractors are given full access to the extent necessary to:
(i) the Venue; and
(ii) electricity, water and other basic services as notiﬁed in writing by Duuzra, from the Start Time until the End Time; and
(b) be bound by the decisions made and instructions issued by the Client Contact.
8.2 The Client Contact shall have authority to make decisions and issue instructions on behalf of the Client.
8.3 The Client shall indemnify and keep fully indemniﬁed on demand Duuzra in respect of any damage to property, all actions, proceedings, claims, costs and expenses (including legal fees) or any other loss of any nature whatsoever that Duuzra may suﬀer or incur as a result of any act or omission of the Client or its guests using the Duuzra system, however in relation to any damage that is caused to a device constituting a part of the Duuzra system ordered for the Event, the Client’s liability shall be limited to £400 per device on demand.
8.4 Client Provided Content must be submitted in its ﬁnal form to Duuzra seven working days before the Date of Event. Duuzra cannot be held responsible for any functionality issues, errors, bugs, display issues, omissions or incorrect processes caused, whether directly or indirectly, by late submissions, last minute amends or missing information provided by the client.
9.1 The Client shall (as between the Client and Duuzra and/or its employees, agents and assigns) be solely liable for any death or personal injury to third parties, damage to property, or any other claims, losses or costs arising out of any accidental, negligent or wilful act or omission of the Client’s staﬀ, representatives, contractors, guests or the Duuzra system users in connection with this agreement.
9.2 Whilst Duuzra uses all reasonable care and skill in providing the Duuzra system, Duuzra shall not be liable to the Client for any consequential loss or damage, economic loss (including without limitation loss of revenues, proﬁts, anticipated savings), loss of contracts, business, data and loss of goodwill or reputation arising out of the provision of the Duuzra system.
9.3 Duuzra will not be party to or in any way liable under any contract made using the Duuzra system.
9.4 Duuzra will not be liable for any loss or action arising out of the content or accuracy of the information provided to it by the Client for use on the Duuzra system or any subsequent misuse of that information or information created by the Duuzra system during the Event and hosted on the Duuzra website.
9.5 To the extent that Duuzra is unable to exclude liability, Duuzra’s entire aggregate liability in respect of any loss or damage suﬀered by the Client and arising out of or in connection with this agreement, whether in contract or twort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount the Client has actually paid to Duuzra pursuant to this agreement.
10 CONFIDENTIAL INFORMATION
10.1 Each party shall keep conﬁdential any information about the other party which comes into its knowledge and/or possession as a consequence of this agreement.
11 FORCE MAJEURE
11.1 Duuzra shall not be liable for breach of contract in relation to any default or failure to provide the Duuzra system, if that default or failure is caused by an act or event that is beyond Duuzra reasonable control (for example, bad weather, ﬁre, ﬂoods, state funerals, days of public mourning, strikes, riots or lock-outs aﬀecting any trade with which Duuzra is concerned) subject to refund of the Total Fee
12 GENERAL MATTERS - Relationship of parties
12.1 Duuzra is an independent contractor
12.2 This agreement is governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English courts.
12.3 This agreement may not be varied except in writing and signed by a duly authorised representative of Duuzra and the Client
12.4 Each party may notify the other party by post or fax sent to the address or fax number stipulated in the Agreement form.
12.5 Notices sent by:
(a) post, are deemed to be received 3 days after posting; and
(b) fax, are deemed to be received upon the sender's fax machine printing a transmission report conﬁrming the fax was sent.
12.6 Either party may notify the other of a change of address or fax number in writing from time to time.
12.7 If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of these terms and conditions has full force and eﬀect and the validity or enforceability of that provision in any other jurisdiction is not aﬀected.
Continuing rights and obligations
12.8 The rights and obligations under clauses 1, 8.3, 9, 10 and this clause 12 survive expiration or termination of this agreement.
12.9 Termination of this agreement will not extinguish or otherwise aﬀect any rights of one party against the other party which accrued prior to termination.
12.10 The Agreement form and Standard Terms and Conditions constitute the entire agreement and any previous agreements, understandings and negotiations for the Event and the Duuzra system cease to have any eﬀect.
12.11 Unless the contrary intention appears, words in the Agreement form have the same meaning as in the Standard Terms and Conditions.
12.12 The Client may not assign, licence or otherwise deal with any of its rights under this agreement without the prior written consent of Duuzra such consent not to be unreasonably withheld.
12.13 This agreement does not, and the parties do not intend that it shall, create any right enforceable by any person not a party to it except that a person who is the permitted successor to or assignee of the rights of a party to this agreement is deemed to be a party to it. The Contracts (Rights of Third Parties) Act 1999 is excluded.
Copyright and Data
12.14 The Client shall own all data created during the Event by the Duuzra system and hosted on the Duuzra website (the Data) and the Client hereby grants a License to Duuzra to use such data on the website. However the Client acknowledges Duuzra is the owner or the licensee of all intellectual property rights in the Duuzra website, and in the material published on it, except for the Data.