Terms and Conditions
Butlins Conference & Events
EVENT TERMS & CONDITIONS OF BOOKING
These Event Terms and Conditions of Booking (Conditions) apply to all events and group bookings made with Butlins including for corporate events, private functions, conferences and group bookings. By signing the Event Agreement, the Client acknowledges and agrees that it shall be bound by these Conditions. If the Event Agreement is being submitted by the Client pursuant to a brochure or Butlins’ website, any additional terms and conditions set out in such brochure or website (as applicable) will apply, and the Client agrees to be bound by them (and, to avoid doubt, the terms of the Event Agreement will take precedence).
1. DEFINITIONS AND INTERPRETATION
In these Conditions, the following terms have the following meanings unless inconsistent with the context:
Accommodation means the accommodation units at the Site booked or reserved by the Client for Guests including apartments, lodges or rooms (as applicable), as detailed in the Event Agreement;
Account Manager means the manager appointed by Butlins in relation to the Event, for all arrangements prior to the start of the Event;
Administration Fee means the administration fee amount detailed in the Event Agreement;
Agreement means the Event Agreement and these Conditions;
Balance Due Date means the final date for payment of the Price in full, as detailed in the Event Agreement;
Butlins means Butlins Skyline Limited, a company incorporated in England and Wales (registered no. 4011665), whose registered office is at 1 Park Lane, Hemel Hempstead, Hertfordshire HP2 4YL;
Catering means any catering required for the Event, as detailed in the Event Agreement;
Client means the Client booking the Event with Butlins, as detailed in the Event Agreement;
Client Entertainment means any entertainment, services, activities arranged by the Client as part of the Event, as notified and agreed in advance in the Programme (which may include, for example, musicians, DJs, gambling, team building activities etc.);
Client Representative means the named representative of the Client, as detailed in the Event Agreement;
Day Visitor means a Guest visiting the Site for the day only, where no Accommodation is required for that Guest, the permitted numbers and applicable charges for which are as detailed in the Event Agreement;
Deposit means the total deposit payable by the Client, as detailed in the Event Agreement;
Deposit Due Date means the date by which the Deposit is payable, as detailed in the Event Agreement;
Entertainment means any entertainment required for the Event to be provided by Butlins, as detailed in the Event Agreement;
Event means the event or occasion, as detailed in the Event Agreement (which may include for example, a corporate event, a private function, a conference or group booking);
Event End Date means the day on which the Event ends (and if applicable, the Accommodation vacated), as detailed in the Event Agreement;
Event Manager means the manager appointed in relation to the Event, or the Site manager, as detailed in the Event Agreement, who is responsible for and available on-Site during the Event Period;
Event Period means the period specified in the Event Agreement, or where no period is specified, from 1600 hours on the Event Start Date until 1000 hours on the Event End Date;
Event Start Date means the day on which the Event begins as detailed in the Event Agreement;
Force Majeure Event has the meaning given in clause 19.1;
Guest means any guest, person or delegate attending the Site in relation to the Event (including Day Visitors);
Guest Information means details of Guests attending the Event and/or occupying the Accommodation, as applicable;
Guest Standards means the Guest Standards as set out in Appendix 1 to these Conditions, as may be amended by Butlins from time to time;
Health and Safety Standards means the Health and Safety standards as set out in Appendix 1 to these Conditions, as may be amended by Butlins from time to time;
Intellectual Property Rights means patents, trade marks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trade marks and service marks, copyrights, know-how, rights in designs and inventions, rights in databases and any other rights of the same or similar effect or nature, in each case in any jurisdiction;
Law means any applicable statute, regulation, by-law, ordinance, codes of practice or subordinate legislation of any government or governmental authority or body in force from time to time and include the common law and any applicable judgment of a relevant court of law which creates or changes a binding precedent;
Price means the total price of the Event or price per Guest as detailed in the Event Agreement (as may be adjusted in accordance with this Agreement);
Programme means the schedule of the Event including details of proposed activities taking place at the Event;
Security Deposit means the security deposit, as detailed in the Event Agreement;
Service Charge means a service charge payable by Guests in addition to the price per unit of Accommodation which is charged by the Client to Guests, but collected by Butlins on behalf of the Client, the payment terms to the Client being as detailed in the Event Agreement;
Service Charge Balance means, subject to Butlins having first received both the Price and the Administration Fee in full and cleared funds, the amount received by Butlins which is in excess of the aggregate of the Price and Administration Fee as collected from Guests and which is payable to the Client subject to the terms of this Agreement;
Site means the Butlins resort or site location at which the Event is to take place (including any Accommodation or Venue, as applicable) as detailed in the Event Agreement;
Sole Use means the full facilities of a Site (including Venues and Accommodation) are dedicated to the Event and no other Guests will be admitted to that Site for the duration of the Event, unless specified in the Event Agreement;
VAT means value added tax at the rate prevailing at the time of the relevant supply charged in accordance with the provisions of the Value Added Tax Act 1994; and Venue means any part of the Site hired by the Client for the Event (not including the Accommodation), as set out in the Event Agreement.
In these Conditions:
1.2.1 headings are for identification and indexing purposes only and they shall not affect the construction or interpretation of these Conditions;
1.2.2 reference to a clause or an appendix shall be to the clauses of or appendices of these Conditions;
1.2.3 reference to these Conditions includes the appendices which shall have the same force and effect as if set out in the main body of these Conditions;
1.2.4 words importing the singular meaning shall include the plural meaning and vice versa;
1.2.5 references to a person shall include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns and references to a party shall mean either Butlins or the Client as the context requires and parties shall mean both of them; and
1.2.6 the word including or for example will be construed without limitation unless inconsistent with the context and working days are all days other than Saturdays, Sundays or English public holidays.
2. NATURE OF THE AGREEMENT
In consideration of payment of the Price by the Client, Butlins shall make available to the Client the Site (where Sole Use), the Venue and/or the Accommodation (as applicable) for the Event Period and the Client agrees to hire the Site (where Sole Use), the Venue and/or the Accommodation (as applicable) for the Event Period in accordance with the terms of this Agreement.
3. BOOKING AND PAYMENT OF THE DEPOSIT
3.1 Any enquiries, bookings and/or reservations made by or on behalf of the Client shall be deemed to be provisional only, and (subject to clause 3.4) shall not be contractually binding on either party, until:
3.1.1 the Event Agreement is completed, signed and returned to Butlins; and
3.1.2 the Deposit is paid in full, cleared funds to Butlins in accordance with clause 5.1.
3.2 The Client shall not advertise or promote the Event in any way prior to the Agreement becoming contractually binding in accordance with clause
3.3 The Client must ensure that all information set out in the Event Agreement is full and accurate in all respects and must check the booking confirmation carefully upon receipt and immediately notify Butlins of any errors or omissions.
3.4 To avoid doubt, payment by the Client of the Deposit shall be deemed to be acceptance by the Client of the Agreement.
4. CHANGES TO THE BOOKING
4.1 Once the Event Agreement has been entered into between the parties, Butlins shall be under no obligation to accept any changes to the Event Agreement.
4.2 Notwithstanding clause 4.1, any amendments to the Event Agreement (including the number of Guests, Accommodation, Venue, Catering, Entertainment or otherwise) must be agreed between the parties in writing, and an additional fee may be applicable for such amendments, dependent on the changes required, such fees will be detailed in the Event Agreement.
4.3 Any amendments to the Event Agreement agreed in accordance with clause 4.2 may be subject to changes to the Price.
4.4 Butlins may make such changes to the booking as it reasonably deems necessary including for health and safety or security reasons, or in order to comply with Law.
5. PRICE AND PAYMENT
Payment of the Deposit
5.1 Notwithstanding the entering into of the Event Agreement, if the Deposit is not received by Butlins in full, cleared funds by the Deposit Due Date, Butlins reserves the right to release any provisional booking, deem that the Event is not taking place and consider the Event Agreement as terminated with immediate effect and make the Venue and/or Accommodation (as applicable) available to other customers, without any liability whatsoever to the Client.
5.2 Butlins may agree that Guests pay Butlins directly for Accommodation and other relevant costs associated with the Guest’s participation in the Event. In these circumstances the following provisions will apply:
5.2.1 the Client will be charged the Administration Fee per unit of Accommodation, as detailed in the Event Agreement;
5.2.2 the Client shall ensure that all Guests understand and accept that they are bound by the terms of this Agreement as well as the Other Terms and Conditions;
5.2.3 Guests shall be responsible for paying directly to Butlins an agreed proportion of the Deposit to reserve their Accommodation unit (Guest Deposit) by the Deposit Due Date, as detailed in the Event Agreement;
5.2.4 when the Guest receives their booking confirmation the Guest is responsible for ensuring that all of the details are correct and for notifying Butlins of any inaccuracies in a timely manner;
5.2.5 if the Guest wishes to make a change to the Accommodation booked after it is confirmed, Butlins will use reasonable endeavours to meet their request (subject to availability). Amendments can only be accepted if the request is made in writing to the Account Manager, at least 14 days prior to the Event Start Date. Any such cancellations or amendments may be subject to the appropriate booking amendment fee, as detailed in the Event Agreement, which will be payable by the Guest;
5.2.6 payment of Guest Deposits shall not give rise to a contractual relationship between the Guest and Butlins, as the Guests will be deemed to be making part payment of Deposit on behalf of the Client;
5.2.7 in the event of cancellation by the Guest of Accommodation, Butlins will refund the Guest Deposit to the Guest but this shall not relieve the Client of its obligation to pay the Deposit and Price in full; and
5.2.8 in the event that all Guest Deposits received by Butlins by the Deposit Due Date do not amount to the total Deposit, the Client is responsible for immediately making up the shortfall, and if it fails to do so the provisions in clause 5.1 shall apply.
Payment of the Balance
5.3 The Client shall pay the balance of the Price (less any Deposit paid by the Client, including such sums paid as Guest Deposits) in the amounts and by the dates set out in the Event Agreement. The Client must pay the balance of the Price in full to Butlins by the Balance Due Date specified in the Event Agreement.
5.4 Save in respect of Guest Deposits, all payments made by the Client under this Agreement must be made in the name of the Client in pounds sterling unless otherwise agreed in writing.
5.5 If applicable, VAT shall be payable by the Client in addition to the Price.
5.6 In the event that the full balance of the Price is not paid in full, cleared funds to Butlins by the Balance Due Date Butlins shall require the Client to immediately make up the shortfall and if it fails to do so shall be entitled to:
5.6.1 claim interest at the annual rate of 4% above the base lending rate from time to time of The Bank of England accruing on a daily basis to run from the due date for payment until receipt by Butlins of the full amount (including any accrued interest) whether before or after any judgment; or
5.6.2 terminate the Event on written notice to the Client and retain the Deposit and any applicable Administration Fees and release any provisional booking, deem that the Event is not taking place and consider the Event Agreement as terminated with immediate effect and make the Venue and/or Accommodation (as applicable) available to other customers, without any liability whatsoever to the Client.
5.7 The parties may agree that in addition to the Guest Deposit, Butlins includes an agreed Service Charge to be payable by Guests for the Client’s charges for organising and/or facilitating the Event.
5.8 Where the parties have agreed that Butlins will collect and account to the Client for the Service Charge:
5.8.1 where the Client is VAT registered, Butlins requires a VAT invoice from the Client for the net amount of the Service Charge plus VAT at standard rate, so that the gross invoice value equals the amount charged to Guests. If the Client is not registered for VAT Butlins requires an invoice for an amount equal to the net amount. This is the amount that will be remitted to the Client; and
5.8.2 provided that Butlins has received in full and cleared funds both the Price and the Administration Fee, and an invoice in the manner prescribed in clause 5.8.1, which is satisfactory to Butlins, Butlins shall, transfer to the Client an agreed percentage of the Service Charge Balance which has been received in cleared funds by Butlins by the agreed date(s) set out in the Event Agreement, less any administration costs or any other costs agreed between the parties and set out in the Event Agreement; and
5.8.3 any outstanding part of the Service Charge Balance of the Event shall be payable to the Client in one sum within 3 weeks of the Event End Date; and
5.8.4 subject to clause 5.9, Butlins shall only be liable to pay the Client any amounts of the Services Charge received from Guests and shall not in any circumstances be liable to account to the Client for any amounts not recovered from Guests, or to take any steps to recover such sums on the Client’s behalf.
5.9 Butlins will at all times hold any amounts of the Service Charge received from the Guests for the account of the Client, provided that Butlins shall be entitled to deduct from any amounts of the Service Charge received from the Guests any sums due to Butlins from the Client (including any cancellation fees) before returning the balance to the Customer.
5.10 Butlins may at any time without notice to the Client set off any liability of the Client to Butlins against any liability of Butlins to the Client whether any such liability is present or future (whensoever arising), liquidated or unliquidated, under this Agreement or not. Any exercise by Butlins of its rights under this clause shall be without prejudice to any other rights or remedies available to it under this Agreement or otherwise.
6.1 Prior to the Event Period, the Client shall raise all queries or concerns with the Account Manager. During the Event, the Client shall raise all queries or concerns with the Event Manager. The Account Manager and/or the Event Manager may be subject to change from time to time at Butlins’ sole discretion.
6.2 The Client shall appoint a Client Representative who will have full authority to act on behalf of the Client in relation to the Event. The Client Representative must be present at the Site for the duration of the Event Period. Changes to the Client Representative must be agreed in advance by Butlins.
6.3 Butlins shall be entitled to treat any act of the Client Representative in connection with the Event and/or this Agreement as being expressly authorised by the Client and Butlins shall not be required to determine whether an express authority has in fact been given.
7. ACCOMMODATION HIRE
7.1 If the Event includes the hire of Accommodation, the provisions in this clause 7 will apply.
7.2 The Client shall be responsible for ensuring that each unit of Accommodation contains at least one responsible adult over the age of 21 and Butlins reserves the right to refuse use of any Accommodation by a group that does not conform to this ratio.
7.3 The Accommodation shall be made available to the Client from 1600 hours on the Event Start Date and must be vacated by 1000 hours on the Event End Date. Butlins reserves the right to charge the Client additional costs should all Accommodation not be fully vacated by this time, unless otherwise agreed and included in the Event Agreement.
7.4 The Client acknowledges and agrees that Butlins adapts its accommodation and its published classifications from time to time. This may involve minor amendments in the Accommodation available to the Client, but Butlins will inform the Client of any material changes to Accommodation which may occur between entering into the Event Agreement and the Event Start Date.
7.5 If the Client wishes to change the number and/or standard of the Accommodation, such change may be subject to a change in Price and availability and Butlins’ prior written agreement.
8. VENUE HIRE
8.1 If the Event includes the hire of Venues (including as part of a Sole Use booking), the provisions in this clause 8 will apply.
8.2 The Venues detailed in the Event Agreement will be available to the Client for the time period shown on the Event Agreement. If the Client requires an extension to the Venue hire period this may incur additional charges. Butlins reserves the right to charge the Client additional costs should all Venues not be fully vacated by this time.
8.3 Butlins allocates venues at the Site according to availability and guest numbers. Butlins reserves the right to change the Venue upon written notice to the Client in the event that there is an increase or decrease in the number of Guests, there are changes in the availability of other venues at the Site or circumstances arise in which it would be more practicable to place the Event in another venue at the Site (including by reason of a Force Majeure Event).
8.4 The Client shall keep the Venue and the routes of access to the Venue clear and clean and tidy, allowing for fair wear and tear and leave the Venue, routes of access and all fixtures, fittings and equipment in the same state and condition as at the commencement of the Event Period.
8.5 The Client shall not make any permanent changes to the Venue or install, erect or display any equipment, decoration or other item which cannot be removed at the end of the Event. Subject to fair wear and tear, the Client shall make good and return the Venue to its original state at the Event End Date and shall reimburse Butlins’ costs of making good any damage caused by the Client any Guest or Third Party Provider (or deduct the same from the Security Deposit).
9. CATERING AND ENTERTAINMENT
9.1 Any Catering and/or Entertainment to be provided by Butlins in relation to the Event shall be agreed in advance between the parties.
9.2 If catering is required at the Event, it must be provided by Butlins, unless otherwise agreed in writing.
9.3 The Client must notify Butlins of the final number of Guests for catering purposes not later than 14 days prior to the Event Start Date. The Client will be charged for the total number of Guests catered for notwithstanding the non-attendance of the whole or any part of that number and no refund or deduction will be made in respect of uneaten or unused meals or drinks.
9.4 The Client must provide Butlins with details of its Guests' special dietary requirements at least 14 days prior to the Event Start Date. The Client will be charged (in addition to the Price) for any vegetarian or other special meals served at the Event that were not pre-ordered in this way. Butlins does not guarantee that it will be able to provide any vegetarian, special or other meals that have not been pre-ordered.
9.5 The Client must notify Butlins of whether a bar facility will be required when agreeing the Event Agreement. Unless agreed otherwise by Butlins in writing, all bar bills must be paid in advance or paid in cash at the bar by Guests on a per-order basis. Butlins is not obliged to open any credit accounts or tabs for the Client or any Guest but any request for credit accounts must be made in writing to Butlins no later than 28 days prior to the Event Start Date.
9.6 Credit accounts must not exceed the credit limit at any time and the Client must in any event settle any outstanding accounts prior to departure from the Site.
9.7 The Client shall:
9.7.1 ensure that all Guests and Third Party Providers are aware that all food and beverages (either alcoholic or non-alcoholic) consumed on Site, other than in the Accommodation units, must be purchased from the Site and comply with this restriction; and
9.7.2 not bring onto the Site any food or beverages to be consumed, sold, given away, or in any way distributed to its Guests or Third Party Providers.
10. EVENT PROGRAMME
10.1 The Client shall submit to Butlins a final written Programme in relation to the Event at least 28 days prior to the Event Start Date. Butlins will make reasonable efforts to accommodate any changes to the Programme agreed at time of booking but if it is unable to do so, the original Programme will take precedence.
10.2 The Client shall ensure that the Programme contains all material information relating to the Event, including full details of any Client Entertainment proposals.
10.3 The Programme must be agreed between the parties no later than 28 days prior to the Event Start Date. Butlins may, acting reasonably, require amendments to or further clarification of the Programme before agreeing it, including (where reasonable and appropriate) requiring that the Client removes or substitutes certain activities.
10.4 Once agreed by Butlins, the Client may not make any material amendments to the Programme without Butlins’ prior written consent.
10.5 Butlins shall have no responsibility for the adequacy or suitability of the Programme in relation to the Event.
10.6 In the event that:
10.6.1 Butlins at any time (acting reasonably) does not consider that the Programme is adequate or suitable;
10.6.2 the parties are unable to agree the Programme; or
10.6.3 the Client fails to submit its Programme in accordance with clause 10.1, then Butlins may terminate this Agreement upon written notice to the Client, without any liability to the Client. In these circumstances, the Event will be deemed to be cancelled by the Client and will be subject to the cancellation charges as set out in clause 17.1.
10.7 The Client shall not use the Site for any purpose other than as agreed in writing with Butlins and set out in the Programme.
11. SITE STANDARDS AND GUEST BEHAVIOUR
11.1 The Client shall:
11.1.1 not use the Site or allow the Site or any part of it to be used for any unlawful purpose or in any unlawful way nor do anything or bring onto the Site anything which may render invalid any insurance policies of Butlins, or breach any conditions, regulations, permissions or licenses applicable at the Site;
11.1.2 be responsible for the supervision and behaviour of all Guests and Third Party Providers on Site at all times during the Event Period;
11.1.3 not, and ensure that Guests and Third Party Providers do not, damage or bring Butlins’ name, brand or reputation into disrepute; and
11.1.4 comply with, and draw to the attention of Guests and Third Party Providers, and ensure that all Guests and Third Party Providers comply with:
(a) this Agreement;
(b) the Guest Standards and Health and Safety Standards set out in Appendix 1 to these Conditions, as may be amended from time to time by Butlins;
(c) all reasonable instructions, requirements or directions of the Event Manager and Butlins staff engaged in the Event and policies applicable at the Site (including fire, no-smoking, health and safety and security policies); and
(d) the Other Terms and Conditions.
11.2 In the event of any breach by the Client of clause 11.1, including any act or omission of a Guest or Third Party Provider:
11.2.1 the Client shall be liable for any and all losses or damages incurred by Butlins including replacing or reinstalling any damage caused to Butlins’ property; and
11.2.2 Butlins shall be entitled to require that any Guest or Third Party Provider vacates the Site, and in serious cases, terminate the Event and require that the Client and all Guests and Third Party Providers leave the Site, and in these circumstances no refund of the Deposit or Price paid by the Client will be payable by Butlins.
12. CLIENT ENTERTAINMENT
12.1 If the Client wishes to include or provide for any Client Entertainment at the Event such Client Entertainment must be set out in full in the Programme and agreed in advance by Butlins pursuant to clause 10.
12.2 If agreed in accordance with clause 12.1, the Client shall be solely responsible for:
12.2.1 obtaining and providing such Client Entertainment;
12.2.2 obtaining any requisite licenses, approvals or consents for such Client Entertainment, including public performance music licenses and consents;
12.2.3 compliance with any existing licenses, consents, permissions, or authorisations at the Site which relate to such Client Entertainment (including the alcohol premises licence or gambling licence, if applicable);
12.2.4 any equipment required for the provision of the Client Entertainment, unless otherwise agreed in advance that Butlins may provide it;
12.2.5 ensuring that the Client Entertainment is provided in accordance with all applicable Law;
12.2.6 payment of such Client Entertainment and compliance with any and all terms and conditions applicable to such Client Entertainment;
12.2.7 any acts or omissions of the Third Party Providers whilst on Site;
12.2.8 ensuring that the Client Entertainment is undertaken with maximum safety precautions and meet the highest standards of quality and shall take all steps necessary to safeguard the safety of the Guests while participating in the Client Entertainment;
12.2.9 determining if weather conditions are appropriate for providing the Client Entertainment and shall not allow any Guests to participate in the Client Entertainment if conditions are not appropriate; and
12.2.10 notifying Butlins immediately of any complaints received from any Guests regarding the Client Entertainment and of any injuries, accidents or other loss or damage to any person or property sustained whilst performing the Client Entertainment or of any defects or hazards on the Site which may affect the provision of the Client Entertainment.
12.3 Butlins shall not be liable for any contractual obligations (including specific requests or riders) of the Client to Third Party Providers in respect of the Client Entertainment, including for any liability towards Third Party Providers arising out of any exercise by Butlins of its rights under this Agreement.
12.4 The Client shall indemnify and keep Butlins fully indemnified against any and all direct or indirect liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Butlins arising out of or in connection with the Client Entertainment, any act, omission or negligence of a Third Party Provider, or any failure by the Client’s to comply with this clause 12.
12.5 No Events shall be permitted where tickets are sold “on the door”.
13. SALE OF GOODS AND COMMUNICATIONS
13.1 The Client may only sell, market or publicise merchandise, services or other goods on Site during the Event Period provided that the Client obtains the prior written agreement of the Account Manager at a cost to be agreed with the Account Manager.
13.2 The Client may operate a radio communications system at the Site, provided that the Account Manager has agreed the frequencies in advance in writing.
13.3 The Client shall be responsible for obtaining any and all requisite licenses and consents authorising it to carry out the activities described in clauses 13.1 and 13.2 and the Client shall indemnify and keep Butlins fully indemnified against any and all direct or indirect liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Butlins arising out of or in connection with any failure by the Client to obtain any such licenses or consents.
14. PROMOTIONAL MATERIAL AND USE OF INTELLECTUAL PROPERTY RIGHTS
14.1 Butlins shall have no responsibility for any marketing or promotion of the Event.
14.2 Unless otherwise agreed with Butlins, the Client shall ensure that all promotional material contains the following provisions:
14.2.1 Butlins is acting as an agent for the Accommodation and/or aspect of the Event only;
14.2.2 only Guests named and confirmed to Butlins within the occupancy information provided by Client will have access to the Event in advance.
14.3 The Client may use Butlins’ name, logos or other Intellectual Property Rights (Butlins IPR) in relation to promoting and advertising the Event provided that Butlins has agreed in advance in writing to such use and the Client shall:
14.3.1 only use the Butlins IPR for the purposes of marketing the Event and shall not without the prior written approval of Butlins be entitled to produce any merchandise or premiums or other giveaway items which feature or are otherwise connected with the Butlins IPR;
14.3.2 not do or omit to do or permit there to be done any act which may denigrate the value of or render invalid the Butlins IPR;
14.3.3 not register or attempt to register in any country any Intellectual Property Rights, including trademarks, domain names or corporate names, included in, arising from or relating to the Butlins IPR;
14.3.4 if it becomes aware of any infringement of the Butlins IPR or actual or threatened claim, action or proceeding in connection with the Butlins IPR then the Client shall immediately give written notice of this to Butlins; and
14.3.5 not use the Butlins IPR other than in accordance with the terms of this Agreement and with the prior written approval of Butlins (and the Client shall submit samples of any marketing collateral on which it wishes to use the Butlins IPR to Butlins for prior written approval).
14.4 The Client shall indemnify and keep Butlins fully indemnified against any and all direct or indirect liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Butlins arising out of or in connection with the performance or non-performance by the Client of this clause 14 or arising from any use by the Client or any officer, employee, agent or contractor of the Client of the Intellectual Property Rights other than in accordance with this clause 14.
14.5 Upon termination or expiry of this Agreement or cancellation or the occurrence of the Event, the Client shall use all reasonable endeavours to withdraw from public view any marketing materials containing information about the Event and/or Butlins IPR. In the event of cancellation of the Event for whatever reason, the Client shall have due regard to clause 11.1.3 and shall not issue any announcement referring to Butlins without Butlins’ prior written consent.
15. SECURITY DEPOSIT
Butlins may require the Client pays, at least 8 weeks prior to the Event Start Date, the Security Deposit as security against any damage to the Accommodation, Venue or Site by the Client, Guests or Third Party Providers. If no detrimental reports are received from the Site within 14 days of the Event End Date, the Security Deposit will be refunded in full to the Client. In the event of an unsatisfactory report from Site, some or all of the Security Deposit may be retained by Butlins to cover its costs in making good or replacing any damage. The Client will be advised of the retention of all or party of the Security Deposit in writing.
16. GUEST INFORMATION
16.1 Subject to clause 16.4 final Guest numbers and Guest Information must be sent in writing to the Account Manager no later than 14 days prior to the Event Start Date.
16.3 Butlins reserves the right to charge for any failure to provide Guest Information (in a full legible form) in accordance with clause 16.1, as follows:
Full Guest Information received by Butlins
Administration charge due to
More than 7 days prior to the Event Start Date
Between 3 and 7 days prior to the Event Start Date
£10 for every unit of information not received or illegible or, in the case of a conference or similar where the Price is calculated on a “Per person” rate, for each amendment to Guest details.
Less than 3 days prior to the Event Start Date
£20 for every unit of information not received or illegible or, in the case of a conference or similar where the Price is calculated on a “Per person” rate, for each amendment to Guest details
16.4 The Parties acknowledge and agree that the administration charges set out in clause 16.3 represent a reasonable and genuine pre-estimate of Butlins’ losses for processing Guest Information on short notice prior to the Event.
16.5 Butlins reserves the right to make reasonable amendments to the Event (including a change to the Venue), following a change to the Guest numbers in accordance with this clause 16.
17.1 If the Client wishes to cancel the Event, then it shall submit a request in writing to Butlins. In the event that Butlins agrees to such a request, the Client shall pay the following cancellation charges:
Cancellation request received by Butlins
due to Butlins
Up to 84 days prior to the Event Start Date.
The greater of:
the Deposit plus any instalments of the Price made or due on the date of cancellation; or
25% of the Price.
Between 83 and 43 days prior to the Event Start Date.
The greater of:
the Deposit plus any instalments of the Price made or due on the date of cancellation; or
50% of the Price.
Between 42 and 22 days prior to the Event Start Date.
The greater of:
the Deposit plus any instalments of the Price made or due on the date of cancellation; or
75% of the Price.
Within 21 days of the Event Start Date.
100% of the Price.
17.2 The Parties acknowledge and agree that it is not possible to state with any degree of certainty as to what Butlins’ actual losses would be in the event of any such cancellation, but that the payments set out in clause 17.1 represent a reasonable and genuine pre-estimate of such losses.
17.3 In the event that Butlins cancels any booking made by the Client, Butlins shall use reasonable endeavours to rearrange the Event to an alternative date or location agreeable to the Client. If the Client, acting reasonably, does not agree to such proposed rearrangement, the Client will be entitled to a refund of all sums paid by it to Butlins in respect of the Event at the date of cancellation, but that shall be the Client’s only remedy in respect of such cancellation. Where the Deposit has been paid by Guest Deposits, Butlins shall return Guest Deposits to the Guests in the proportions they were received.
18.1 Butlins shall be entitled to terminate the Agreement immediately by notice in writing to the Client:
18.1.1 If the Client is in material breach of an obligation under this Agreement and, if the breach is capable of remedy, has failed to remedy such breach within a period of 10 days after being given notice to remedy the breach;
18.1.2 if the Client is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or suffers any event which could be reasonably considered to indicate that it is insolvent or at serious risk of becoming so in the relatively near future including, insolvent liquidation, a declaration of bankruptcy, the presentation of a bankruptcy or a winding up petition which is not withdrawn, dismissed or discharged within 30 days of its presentation or the appointment of an administrator, receiver or similar over any of its assets or undertaking or the directors of the other party give notice of their intention to appoint an administrator or the other party ceases or threatens to cease to carry on business;
18.1.3 there has been a Change of Control of the Client without the prior written consent of Butlins being obtained (and Change of Control means any sale or other disposal of any legal, beneficial or equitable interest in 50% or more of the equity share capital of a corporation (including control over the exercise of voting rights conferred on that equity share capital or control over the right to appoint or remove directors) and control has the meaning given by section 450 or section 1124 of the Corporation Taxes Act 2010); and
18.1.4 in the circumstances set out in clauses 5.1, 5.6, 10.6, 11.2.2 and 17.3.
18.2 On the expiry or termination of this Agreement for any reason any sums paid or owing by the Client to Butlins at the date of such termination or expiry shall be paid within 7 days of the date of expiry or termination.
18.3 Butlins reserves the right to cancel any Event and agreed bookings (in accordance with clause 17.3) based on feedback or complaints received by the Account Manager and/or the Event Manager in relation to previously held Events organised by or otherwise connected with the Client.
18.4 Termination or expiry of this Agreement shall be without prejudice to the accrued rights and liabilities of the parties and shall not affect any continuing obligations of the parties under this Agreement. Without prejudice to that generality, the provisions of clauses 5, 8.5, 11.2, 12.3, 12.4, 13.3, 14.4, 15, 18, 21, 22, 23, 24 and 25 shall survive the expiry or termination of this Agreement for any reason.
19. FORCE MAJEURE
19.1 Butlins shall not be deemed to be in breach of this Agreement, or otherwise be liable to the Client if it is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event. A Force Majeure Event means any circumstances beyond the reasonable control of Butlins including the destruction or damage of Accommodation units, fire, flood, explosion, storm or other weather damage, break-in, criminal damage, riots or civil strife, industrial action, natural or nuclear disaster, fire, adverse weather conditions, war or threat of war, actual or threatened terrorist activity, epidemic or pandemic and all similar situations beyond its control.
19.2 In the unlikely event of a Force Majeure Event, Butlins will notify the Client of the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement and shall use reasonable endeavours to minimise disruption to the Client and the Site but Butlins reserves the rights to cancel in accordance with clause 17.3. Butlins shall not be liable for any compensation payments as a result of Force Majeure or for the price of or sourcing of alternative accommodation.
Unless otherwise agreed with Butlins, and set out in the Event Agreement, the Client shall be responsible for effecting and maintaining suitable insurance, such as public and product liability, for the Event Period against any third party risks for a sum of not less than five million pounds sterling (£5,000,000) in respect of any one claim for bodily injury or disease or damage to property and make available to Butlins evidence of such policy.
21. WARRANTIES AND LIABILITY
21.1 Notwithstanding the approval of any Programme, Butlins gives no warranty with regard to the suitability of holding the Event at the Site. All warranties, conditions, guarantees and representations that may be implied into the Agreement by statute, common law or otherwise are hereby excluded by Butlins to the fullest extent permitted by Law.
21.2 Subject to clause 21.4, Butlins’ total aggregate liability to the Client in respect of all causes of action arising out of or in connection with this Agreement (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed a sum equivalent to the Price paid by the Client to Butlins at the date the liability arises.
21.3 Subject to clause 21.4, Butlins shall not be liable for: (i) any indirect, consequential or special loss or damage; (ii) any loss of profits or anticipated profits; (iii) any loss of goodwill, business or loss of business opportunity; or (iv) any loss of or damage to data.
221.4 Nothing in this Agreement shall limit or exclude Butlins’ liability for death or personal injury resulting from negligence, for fraud or fraudulent misrepresentation, or for any other liability the exclusion or limitation of which is not permitted by Law.
221.5 The Client shall indemnify and keep Butlins fully indemnified against any and all direct or indirect liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Butlins arising out of or in connection with: (i) any act, omission or negligence of the Client, any Guests or Third Party Providers at the Site or otherwise in connection with the Event; or (ii) any breach or non-observance by the Client, the Guests or the Third Party Providers of the obligations, conditions or other provisions of this Agreement.
22. CONFIDENTIAL INFORMATION
22.1 Neither party shall divulge or communicate to any person other than to officers or employees on a need to know basis or use otherwise than on the written agreement of the other party confidential information including any information concerning trade secrets, processes, business methods, copyright materials, prices, marketing, development or manpower plans, customer lists or details, computer systems and software, and information concerning Butlins’ holiday operations and relationships with actual or potential suppliers or customers.
22.2 The provisions of clause 22.1 shall not apply to any information which is in, or comes into, the public domain otherwise than by breach of any of the provisions of the Agreement, or which either party is required to disclose by order or a court of competent jurisdiction.
22.3 If either party becomes aware of any breach of confidence by any of its employees, agents, contractors and sub-contractors it shall promptly notify the other party and give all reasonable assistance in connection with any proceedings which may arise as a direct consequence of the breach of confidence.
23.1 Butlins may at its discretion sub-contract any of its obligations under this Agreement to any member of its Group without the need to consult with or obtain approval from the Client (and for the purposes of this Condition “Group” shall mean the Butlins’ parent undertakings and each of its subsidiary undertakings and each of its parent undertakings' subsidiary undertakings from time to time (and for the purposes of this definition "parent undertaking" and “subsidiary undertaking” shall take the meanings set out in section 1162 of the Companies Act 2006).
23.2 The Agreement and documents referred to in it constitutes the entire understanding between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.
23.3 If any term in the Agreement is inconsistent with a term in the Programme or in any terms and conditions set out in the brochure or website of Butlins, in each case, the provisions of the Agreement shall prevail.
23.4 Save as expressly provided in the Agreement, no amendment or variation of the Agreement shall be effective unless in writing and signed by a duly authorised representative of each party to it.
23.5 The Client shall not (or attempt to) without the prior written consent of Butlins assign, transfer, novate or otherwise dispose or deal in any other manner with the Agreement or its rights or obligations under it.
23.6 The failure of a party to exercise or enforce any right under the Event Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
23.7 If any provision of the Agreement is or becomes illegal, void or invalid that shall not affect the legality and validity of its other provisions.
23.8 The remedies available to a party under this Agreement shall be without prejudice to any other rights, either at common law or under statute, which it may have against the other party.
23.9 The invalidity or unenforceability of any term of, or any right arising pursuant to this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
23.10 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
Any formal notice required to be given pursuant to the Agreement shall be in writing and shall be given by notice by hand, by email, or by sending the same by courier or registered mail to, in the case of Butlins, the Account Manager, and in the case of the Client, the Client Representative. Notice will be considered as served once handed over in the case of personal delivery, on receipt of a delivery receipt in the case of email or by signed receipt for registered mail or courier.
25. GOVERNING LAW AND JURISDICTION
The formation, existence, construction, validity and performance and all aspects of this Agreement are governed by the laws of England and Wales and the parties accept the exclusive jurisdiction of the English and Welsh Courts.
1. GUEST STANDARDS
It is the Client’s responsibility to ensure all Guests and Third Party Providers are aware of, and comply with, the following conditions of behaviour expected on Site:
1.1 Nuisance – Guests and Third Party Providers will not do anything which, in the reasonable opinion of Butlins, constitutes a nuisance or interferes with the quiet or general comfort of other customers;
1.2 Loss or Damage – Guests undertake to treat the Accommodation, its furniture, fittings, utensils and other items provided by Butlins, such that on leaving remain in a reasonable condition or as found. The Client will make good or pay for any loss, damage or breakages;
1.3 Parental Responsibility - All children should be given suitable supervision by parents or guardians at all times whilst on Site;
1.4 Minors under the age of 18 are not allowed to purchase alcohol and are not allowed to be supplied alcohol by others;
1.5 Club shirts, uniforms and fancy dress are not allowed to be worn within the entertainment complex unless expressly agreed in advance in writing;
1.6 Events must be conducted decently, soberly and in an orderly manner to ensure the safety of the public, performers and staff;
1.7 Butlins reserves the right to employ door supervisors for any Event, the cost of which would be passed to the Client; and
1.8 Qualified First Aid staff will be present on Site but if any activity is likely to require additional cover outside of the day to day Site requirements, this will be the responsibility of the Client.
2. HEALTH AND SAFETY STANDARDS
To maintain continuity and a high standard of health and safety at the Site, these conditions apply to all use of the Site (including Accommodation and Venues) and facilities, for any purposes at the Site. The Client must immediately notify Butlins of any failure by it, any Guest or Third Party Provider of any of these conditions and the Client indemnifies Butlins against such failure.
The following restrictions may apply to Events unless specifically permitted in the Event Agreement :-
2.1.1 No candles, whether lighted or not (battery operated candles are a suitable alternative);
2.1.2 No animals, except assistance dogs, except where permitted under the terms applicable to certain Accommodation (Clients are to check in advance with the Account Manager if unsure);
2.1.3 No confetti or similar substance may be used within the buildings. This includes confetti cannons and glitter/sparkles;
2.1.4 No gas filled balloons for any purpose, i.e. Helium balloons, save where purchased on Site;
2.1.5 No portable gas or cooking appliances;
2.1.6 No smoke or haze machines;
2.1.7 No fireworks; and
2.1.8 No temporary fixings to any structure within the building(s).
2.2 Fire Exits and Equipment
2.2.1 Every designated exit must be kept free at all times from any other obstruction.
2.2.2 No-one may sit or dance in any gangway.
2.2.3 All entry or exit doors must be unlocked while the public is in the premises.
2.2.4 No-one may conceal to view, or to obstruct access to, any fire fighting equipment.
2.2.5 All signage relating to fire safety must remain visible throughout the duration of any Event.
2.3 Health and Safety
The Client must not:
2.3.1 Store or allow to accumulate rubbish or used materials in any part of the premises;
2.3.2 Bring any explosive, toxic, hazardous or highly flammable substance into the premises;
2.3.3 Use stroboscopic lighting, lasers, smoke, vapour or water vapours;
2.3.4 Use cylinders for the storage of air or other gases or liquids under pressure except with Butlins’ written consent.
The Client must give at least 28 days’ notice in writing of any proposal to use such things.
2.4 Electrical Equipment
2.4.1 Butlins reserves the right to refuse the use of any object they consider unsuitable for use within the premises and to have electrical items inspected prior to use. Any costs involved will be added to the Client's invoice.
2.4.2 Temporary electrical items may only be installed with Butlins’ prior approval in accordance with the Institute of Electrical Engineers' Regulations, e.g. up to date PAT (portable appliance testing) certificates. The item(s) must be cut off from the permanent installations immediately after each use. They must be disconnected from the Butlins source as soon as the need for them has finished.
The Client shall indemnify and keep Butlins fully indemnified against any and all direct or indirect liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Butlins arising out of or in connection with any breach or non-observance by the Client, the Guests or the Third Party Providers of the Guest Standards and/or the Health and Safety Standards, including the cost of making good or replacing any damaged property. To avoid doubt, any approval by Butlins of any items or compliance with these Health and Safety Standards (including, for example if electrical items are approved for installation by Butlins and have passed a PAT test), shall in no way relieve the Client of its liability under this indemnity.