1.1 In these Conditions the following terms shall have the following meanings:
"Arrangements" means the event, accommodation, meals, arrangements, facilities, props and services (or any of them), as applicable, booked through or arranged by us for you in accordance with your contract with us; "Conditions" the terms and conditions set out in this document (unless the context otherwise requires) includes any special terms and conditions agreed in writing between you and us; "Consumer" an individual who is acting outside the course of his or her business or trade; "Contract" the contract for the supply of the Arrangements; "Guest(s)" means the individuals who participate or attend or consume the Arrangements purchased by you; "Lead Customer" the person who makes the booking on your behalf and who will be our point of contact (and any substitute for this person); "we" / "us" / "our" Sapphire Events Limited (registered number 6982805); "writing" includes email and facsimile transmissions; "you" / "your" / "party" the company organisation or other entity or individual who purchases the arrangements;
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not affect their interpretation. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1998 to enforce any term of the Contract.
2.1 A binding contract between you and us comes into existence as soon as we receive your signed 'terms of engagement' / signed 'terms and conditions'. Should we acknowledge your booking prior to sending a confirmation letter, such acknowledgment will be an indication that we are dealing with your booking and not a confirmation of it.
2.2 You agree that the Lead Customer has the authority to deal with us on your behalf. If for any reason there is a change in the Lead Customer, you should notify us in writing immediately. We can only accept bookings if the Lead Customer is a minimum of 18 years old.
2.3 You must check all documents (including tickets, vouchers, and graphic designs) which we send you and contact us at once if any information appearing on the booking form or any other document appears to be inaccurate or incomplete as it may not be possible to make changes later.
3 WEBSITE DESCRIPTIONS AND QUOTES
3.1 All website descriptions and quotes are made in good faith and every reasonable care is taken to ensure their accuracy. However, errors may occasionally occur. We cannot accept any liability for any errors or omissions except where these have arisen due to our negligence or that of any of our employees (as long as they were acting in the course of their employment at the time). We reserve the right to make changes to and correct errors in our website descriptions and quotes at any time.
3.2 Please note: most daytime activities take place at outdoor activity centres, which by their nature are not usually located in city centres/urban areas. Breaks/events advertised and sold by us as taking place in or to any particular city/town may include activities in locations that we consider to be within a reasonable distance from your accommodation and/or that city/town. As a general guide we would consider a reasonable distance to be approximately 30 miles although this may be more for some exclusive activities. For UK breaks/events we will provide the party leader at the point that they pay the final balance with a map which details exactly where all the activities, accommodation, clubs etc are located.
4 BASIS OF THE SUPPLY
4.1 We shall supply and you shall purchase the Arrangements in accordance with any written quotation by us which is accepted by you or any written order by you which is accepted by us in writing, subject in either case to these Conditions which shall, subject to any variation in accordance with condition 2.2, govern the Contract to the exclusion of any other terms and conditions.
4.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of you and us.
4.3 Any typographical, clerical or other error or omission in any literature, quotation, pricing document, acceptance of offer, invoice or other document or information issued by us shall be subject to correction by us without any liability on our part.
4.4 The Contract shall be formed upon your acceptance of any written quotation by us, or any written order or verbal order by you which is accepted by us in writing.
4.5 We shall order and supply the Arrangements as your agent.
5 ORDERS AND SPECIFICATIONS
5.1 No order submitted by you shall be deemed to be accepted by us unless and until confirmed in writing by our authorised representative or delivery of the Arrangements by us.
5.2 You shall be responsible to us for ensuring the accuracy of the terms of any order (including any applicable specification in respect of the Deliverables) submitted by you and for giving us any necessary information relating to the Arrangements within a sufficient time to enable us to perform the Contract in accordance with its terms.
5.3 The description of and any specification for the Arrangements shall be those set out in our written quotation (if accepted by you).
5.4 No order which has been accepted by us may be cancelled by you except with our agreement in writing and on terms that you shall indemnify us in full against all loss and costs, charges and expenses incurred by us as a result of such cancellation.
5.5 All specifications and other information provided by us are confidential and all rights of copyright ownership and other intellectual property rights in respect of them shall remain vested in us and shall not pass to you.
6 PRICE OF THE ARRANGEMENTS
6.1 The price of the Arrangements shall be our quoted price (based either on a time and materials basis or a fixed price quotation). All prices quoted are valid for 30 days only or until earlier acceptance by you, after which time they may be altered by us without giving notice to you. The price is exclusive of any applicable value added tax, which, if relevant, you shall be additionally liable to pay to us.
6.2 Prices quoted to you at the time of your enquiry are correct to the best of our knowledge at that time. It is possible that prices may change before you actually book the Arrangements. We will advise you of any change in the price or error of which we are aware at the earliest opportunity before you book with us, we reserve the right to make changes to and correct errors in prices at any time before we receive your signed booking form.
6.3 We reserve the right by giving notice to you at any time before delivery, to increase the price of the Arrangements to reflect any increase in the cost to us which is due to any factor beyond our reasonable control (including without limitation, any significant increase in the costs of materials or other costs, any change in delivery dates, quantities or specifications for the Arrangements which is requested by you, or any delay caused by any instructions from you or failure by you to give us adequate information or instructions).
6.4 Prices quoted to you reflect the number of Guests stated in the booking enquiry. Should the number of Guests for the Arrangements increase it is likely that the overall price may increase proportionately. You will be required to pay the revised price. Should the number of Guests for the Arrangements decrease there will be a minimum price for the Arrangements which must be paid. You will be advised of this upon request.
7 TERMS OF PAYMENT
7.1 A payment of 50% of the total cost of the Arrangements must be received by us within 7 days of the date we receive your signed 'terms of engagement' / 'signed terms and conditions'. The balance must be paid at least 28 days before the start of the Arrangements. The time of payment of the price shall be of the essence of the Contract. If the booking is made within 28 days of the start date, payment is required in full at the time of booking.
7.2 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract and/or suspend any further supplies to you and charge any applicable cancellation charges, as detailed in these terms, as well as interest (both before and after any judgement) on the amount unpaid and owed, at the rate of 5 per cent per month above the UK banking base rate until payment in full is made.
8 WARRANTIES AND LIABILITY
8.1 We will use all reasonable care and skill in selecting the supplier(s) who will provide your Arrangements. Other than booking the Arrangements as your agent, we have no responsibility for provision of the actual Arrangements.
8.2 If you are not a Consumer, then, subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3 Other than booking the Arrangements as your agent, we are not responsible for the provision of the actual Arrangements themselves or for the acts of omissions of the supplier(s) concerned or any of its employees, agents, suppliers or subcontractors.
8.4 Any claim by you which is based on any defect in the quality of the Arrangements shall be notified in writing to us within 7 days of supply. If you do not notify us accordingly, you shall not be entitled to reject the Arrangements and we shall have no liability for such defect or failure, and you shall be bound to pay the price as if the Arrangements had been supplied in accordance with the Contract.
8.5 Where any valid claim in respect of a breach of the warranty given under clause 8.1 is notified to us in accordance with these Conditions, we shall be entitled to, at our sole discretion, refund to you the price of the Arrangements (or a proportionate part of the price), but we shall have no further liability to you.
8.6 Except in respect of any other matters in respect of which our liability may not by law be restricted or excluded, our total liability in respect of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any direct, consequential, indirect, or special loss or damage, loss of profits, opportunity or contract, costs, expenses or claims for consequential compensation whatsoever (and whether caused by the negligence of us, our employees or agents or otherwise) which arise out of or in connection with the supply of the Arrangements or their use by you, shall not exceed the total sums paid or payable by you to us under the Contract.
8.7 Our obligations under the Contract shall be suspended during the period and to the extent that we are prevented or hindered from complying with them by "Force Majeure". "Force Majeure" means any cause beyond our reasonable control including (without limitation) strikes, lock-outs, labour disputes and compliance with any law or governmental order, rule, regulation or direction.
8.8 If you are a Consumer, there are certain terms implied into your Contract which we cannot exclude or limit. For example, under the Supply of Goods Services Act 1982 (as amended) we must ensure that the Arrangements are performed with reasonable skill and care. Nothing in this Contract affects these statutory rights.
9 CHANGES AND CANCELLATIONS BY US
9.1 Occasionally, we have to make changes to and correct errors in website and other literature both before and after bookings have been confirmed and cancel confirmed bookings. Whilst we always endeavour to avoid changes and cancellations, we must reserve the right to do so.
9.2 Most changes are minor for example a change in the timing of your confirmed event(s) / arrangement(s) / activity(ies); a change in the venue at which any activity you have booked is to take place (where the activity itself has not changed); a change of accommodation to accommodation of the same or higher standard within the same destination city. If we have to make a significant change or cancel, we will tell you as soon as possible. Whilst we always endeavour to avoid changes and cancellations, we must reserve the right to do so. If there is time to do so before the start date of the Arrangements, we will offer you the choice of the following options:
9.2.1 Accept the changed arrangements
9.2.2 Purchase alternative arrangements from us, of a similar standard to those originally booked if available. You must pay the applicable price of any such arrangements. This will mean paying more if it is more expensive or receiving a refund if it is cheaper.
9.2.3 Cancel or accept the cancellation in which case we will endeavour issue you with a refund for all monies excluding any non-refundable deposits or booking fees.
Please note the above options are not available where any change made is a minor one. Except as otherwise expressly set out in these booking conditions our liability for significant changes and cancellations is limited to the above mentioned options.
10 CANCELLATIONS BY YOU
10.1 If you cancel Arrangements after booking then no refund is available for monies already paid. This is due to the time spent by us in booking / sourcing / organising the Arrangements. You may at the time of cancellation be liable for additional costs not already paid, these will be invoiced immediately by Sapphire. We may, at our entire discretion, pay a refund in special circumstances.
10.2 Where the terms and conditions of any third party supplier(s) of the Arrangements allow the Arrangements to be rebooked at a later date following we will use reasonable endeavours to assist you in rearranging the Arrangements. We reserve the right to invoice you for the time taken to rebook these third parties for you.
10.3 The cancellation policy of the third party supplier(s) of the Arrangements will apply upon cancellation by you, (a copy of which will be available from us upon request) and you will indemnify us against any loss suffered by us as a result of such third party supplier taking action against us to recover any charges incurred as a result of such cancellation.
10.4 Where ticket(s) have been purchased through Sapphire for an event or 'ball' being run by Sapphire, no refund will be available once the cancellation date falls within 28 days of the event date. Prior to 28 days a 50% refund may be issued at the discression of Sapphire minus any booking or transaction charges.Cancellation charges and timescales
10.5 If you need to cancel part or all of an event, or you no longer need Sapphire Events Ltd to manage the event then please let us know as soon as possible. Please note, you may incur direct cancellation charges from the venue and event suppliers, however, Sapphire Events cancellation charges will apply as detailed below:Date of cancellation & Cancellation payable as a % of Sapphire Events theming and / or management charge:At any time after booking: 50% of the total cost
Between 16 weeks and 4 weeks prior to the event date: 65% of the total cost
Between 4 weeks and 2 weeks prior to the event date: 80% of the total cost
Less than 2 weeks prior to the event date: 100% of the total cost.
11 WEATHER CONDITIONS
As you will appreciate, we have no control over the weather. The provision of favourable weather to allow you to take part in your chosen activities does not form part of our contractual obligations to you. There is always unfortunately the risk that you may be unable to take part in weather dependent activities due to poor weather. If this occurs, you will not be entitled to change or cancel your arrangements without paying our full fee for the Arrangements. You will not be entitled to any compensation unless expressly agreed by Sapphire.
12 INSOLVENCY OF CUSTOMER
12.1 This clause applies if you make any voluntary arrangement with your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed; or you cease, or threatens to cease, to carry on business; or we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and we notify you accordingly.
12.2 If this clause applies then, without prejudice to any other rights or remedy available to us, we shall be entitled to cancel the Contract or suspend any further supplies under the Contract without any liability to you, and if the Arrangements have been supplied but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.
13.1 Some of the events or activities you may book may require a good level of fitness, strength and endurance. It is your responsibility to ensure that all Guests have the appropriate level of fitness. Many events are not recommended for those with any disability, illness or infirmity. If any Guests have an existing medical condition, allergies or disability which may affect the Arrangements you must let us know the details of such condition before you make your booking. If in our reasonable opinion we believe that your chosen Arrangements are not suitable for the Guest(s) concerned taking into account the Guests(s) medical condition or disability or the Guest(s) are not being accompanied by someone who could provide all the assistance the Guest(s) may reasonably require where it is reasonable for us to require this we can refuse to accept the booking.
13.2 If we find out after you have made the booking that a Guest(s) has an existing medical problem or disability and is not being accompanied by someone who could provide all the assistance the Guest(s) may reasonably require as referred to above and you have failed to give us this information at the time of booking, we reserve the right to cancel the booking and impose a cancellation charge. Please note that some of the Arrangements we feature are inherently dangerous and by booking these Arrangements you confirm and agree that you and all Guest(s) accept the inherent risks.
14 TERMS AND CONDITIONS OF SUPPLIERS
Many of the services which make up your booking are provided by independent suppliers. Those suppliers provide these services in accordance with their own terms and conditions. Some of these terms and conditions may limit or exclude the supplier's liability to you. Copies of the relevant parts of these terms and conditions are available on request from ourselves or the supplier concerned.
15.1 No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.2 Each provision of this Contract shall be construed separately and notwithstanding that the whole or any part of any such provision may prove to be illegal or unenforceable the other provisions of this Contract and the remainder of the provision in question shall continue in full force and effect.
15.3 The Contract shall be governed by the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.