Terms & Conditions
The following Terms and Conditions apply to all work undertaken by the Company for the Client (as defined below) to the exclusion of any other terms or conditions unless otherwise agreed in writing and signed on behalf of the Client and by a director on behalf of the Company.
Clients - the individual, business or body corporate for whom the Specification is prepared and the Services are provided.
Company - Merriweather Limited, a company incorporated in England and Wales under company number 03476146, whose registered office is at PO Box 457, Teddington, Middlesex TW11 1BL and including where appropriate its employees, suppliers, agents or sub-contractors acting on behalf of the Company.
Conditions - the provisions set out herein, which shall be incorporated into the Contract.
Contract - the agreement between the Company and the Client to provide the Services and to make payment, as set out in the Specification.
Delegate(s) - the invitees of the Client who take part in the Event.
Event - the occasion(s) to be organised by the Company as set out in the Specification.
Price - the monies to be paid by the Client to the Company in return for the Services.
Services - the work undertaken by the Company to provide the Event in accordance with the Specification.
Specification - the document prepared by the Company and agreed by the Client detailing the Event, setting out the Services to be provided by the Company and the payments to be made to the Company by the Client.
Venue – the location named in the Specification at which the Event is to take place.
2.1 The Price payable to the Company for the Services shall be as set out in Specification relating to the Contract.
2.2 Additional costs to the Company, for services not included in the Specification but requested or approved by the Client, or necessitated as a result of unforeseen circumstances, or occasioned by one or more Delegates, will be invoiced at the rates shown in the Specification.
2.3 The Company shall be entitled to invoice the Client for any travel and accommodation expenses it incurs in connection with the Contract. Please refer to clause 11.5
2.4 The Company shall not provide receipts to the Client in respect of the travel and accommodation expenses it incurs pursuant to clause 2.3 (unless otherwise agreed with the Client) although it will provide details of these expenses on the invoice for the same.
3 Invoicing and Payment Terms:
3.1 The Company shall invoice the Client for the Price in advance to the Event / programme with any additional costs and expenses under clauses 2.2 and 2.3 above being invoiced immediately after the Event / programme. The Client shall pay the invoiced amount within 30 days of the date of the invoice, unless otherwise agreed with the Company.
4 Cancellation Policy:
4.1 Should the client decide that after the conclusion of their first quarterly leadership team meeting with Merriweather they are dissatisfied and do not wish to proceed, they can, within 48 hours of the end of the meeting give notice of cancellation. In this event and providing the total 12 month cost has already been paid, a 75% refund will be due to the client.
4.2 Should the Client wish to cancel their programme at any other time, 100% charges will apply and full monies received will be retained.
4.3 The Client shall pay any cancellation charges due under clause 4.2 together with any cancellation charges levied by the Venue and any additional costs, i.e. purchases / arranged on behalf of the client, together with travel and accommodation expenses due from the Client within 30 days of the date of the Company’s invoice.
4.4 The Company reserves the right to cancel the Event due to circumstances beyond its reasonable control including and not limited to terrorism, war, riot, industrial dispute, flood or fire, in which case the Client shall not be required to pay any cancellation charges.
5 Postponement of the Event by Merriweather:
5.1 Whilst the Company will make every reasonable effort to carry out the Services in accordance with the Specification, the Company reserves the right to postpone or change the Venue or change the nature of the Event if this is necessitated by circumstances beyond the reasonable control of the Company including but not limited to adverse weather conditions, unavailability of suitable staff or equipment or unavailability of the Venue. In such circumstances the Company will notify the Client of the problem as soon as is reasonably practical and will agree suitable alternative arrangements.
6 Change of the Event date by the Client:
6.1 Should the Client need to change the meeting dates, once agreed in writing/email, the Company will charge 60% of the agreed fee for that meeting and any travel expenses incurred.
7 Reduction in number of Delegates:
7.1 The Client shall not be entitled to any reduction in the Price if the number of Delegates who attend the Event is less than the number stated in the Specification.
7.2 The Client agrees to meet minimum numbers specified by the Venue.
8 Authority of the Company at the Event:
8.1 The Client agrees on its own behalf and on behalf of each and every Delegate to:
A) Accept the decision of the Company or its officers in regard to all matters of safety in relation to the Event.
B) Comply with any request or order made by the Company or its officers howsoever expressed in all matters of safety in relation to the Event.
C) Comply with any reasonable instruction given by the Company or its officers for whatever reason.
8.2 The Company reserves the right to request any Delegate to leave the Event if in the opinion of the Company or its officers the Delegate is behaving in a dangerous, unreasonable or disruptive manner, and the Client agrees to procure that such request will be complied with by each and every Delegate. In such circumstances the Company will be under no obligation to the Client or the Delegate to make any refund or other payment to either the Client or the Delegate no matter what costs may be incurred as a result of the request.
9 Liability of the Client for damage:
9.1 The Client shall be liable for damage caused by the Client or any Delegate(s) to facilities (including buildings, fixtures or fittings, vehicles or equipment) provided by the Company or the Venue for the purpose of the Event howsoever this damage is caused.
10 Liability of the Company for damage:
10.1 The Company agrees to exercise all reasonable skill and care in providing the Services as detailed in the Specification. Subject thereto, the Company shall have no liability to the Client or any Delegate for any loss or damage of any nature howsoever caused arising out of or in connection with attendance at the Event. The Client undertakes to indemnify the Company against claims by any Delegate for loss or damage to property or for personal injury or loss of earnings.
11.1 The Company shall have no liability to the Client under or in connection with the Contract due to any representation, implied warranty, condition or other term, any duty at common law, or the express terms of the Contract, for any loss of profit or contracts, goodwill or anticipated savings or wasted expenditure, or any indirect, special or consequential loss or damages (including costs), whether caused by its negligence or that of its servants or agents or otherwise, and the total liability of the Company under or in connection with the Contract shall be limited to the Price.
11.2 If the Client has any reason to be dissatisfied with the Services, it must notify the Company within 48 hours after the Event, in which case the parties will seek to agree whether and to what extent the Company will be held liable and the extent of any compensation due.
11.3 Nothing in the Contract is intended to limit or exclude any liability for fraudulent misrepresentation, for death or personal injury caused by negligence or for any other liability which may not be excluded by law.
11.4 The Client shall bring the terms of the Contract to the attention of the Delegates. The Client shall ensure that each Delegate complies with the terms of the Contract, insofar as they are applicable to the Delegates, and indemnify the Company for any loss, liability or damage caused by any act or omission of the Client or any Delegate.
12 Travel and Expenses:
12.1 Unless otherwise specified or agreed, accommodation and all meals or refreshments reasonably required by the employees or agents of the Company in the course of providing the Services shall be paid for by the Client, and shall be equal to or better than three star hotel standard.
12.2 Where accommodation is paid for by the Company, it shall be equivalent to or better than the standard stated above and shall be charged to the Client, together with all reasonable meals.
12.3 Unless otherwise agreed, the Company may charge the Client for any travel expenses incurred by the Company’s employees or agents in travelling to and from the Company’s office to the Venue.
12.4 Unless otherwise agreed, travel expenses shall be charged as follows:
First Class rail travel
Bus, underground or taxis where appropriate
Car Mileage at a rate of 50p per mile
For a flight of 7 or more hours: Business Class Air Travel will apply
Meals or light refreshments en route
12.5 Upon your initial invoice 50% of estimated T&E charges will be requested for pre-programme payment. These estimated charges are based on previous data collated and are available upon request. The T&E charges will be invoiced at the end of your programme.
13.1 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Contract.
13.2 The Contract, together with the documents referred to in it, constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or understanding between them relating to the subject matter of the Contract.
13.3 Each party acknowledges that in entering into the Contract it does not rely on any representation or warranty except as expressly set out in the Contract.
13.4 If any part of the Contract is held illegal or unenforceable by a court of competent jurisdiction, that part shall be deemed not to form part of the Contract and the enforceability of the remainder of the Contract shall not be affected.
13.5 The Contract is personal to the Client, which may not assign or otherwise transfer any of its rights or obligations to any other person.
13.6 Any notice pursuant to the Contract shall be in writing and sent by hand, first class post, recorded delivery or fax to the party in question at the address set out in the Contract or such other address or at such fax number as the party in question may specify by notice.
13.7 English law shall apply to the Contract and the parties shall submit to the jurisdiction of the English Courts.