ENGAGING ACTIVITIES – TERMS AND CONDITIONS
This Contract (as defined below) sets out the terms and conditions under which we will provide the Service (as defined below) to you.
By ‘you’ or ‘your’ we mean the ‘Client’ as defined below.
By ‘us’ and ‘we’ we mean Engaging Activities.
In the Contract, the following rules apply:
a) Any reference to ‘writing’ or ‘written’ shall include emails and text messages.
b) Any phrase introduced by the terms ‘including’, include, in particular, or any similar expression or where examples have been given, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
MEANING OF TERMS
In the contract (unless the contract otherwise requires), the following words shall have the following meanings:
Booking – means a request by a Client for provision of a Service by Engaging Activities.
Booking Form – means the Booking Form available on the Website completed by the Client setting out specific details of a Booking by the Client.
Client – means any natural person, corporate or unincorporated body (whether or not having separate legal personality) contracting for the use of the Service. The Client may be the Participant in the Event or the person or body paying for the Service on behalf of the Participant(s).
Conditions – means these terms and conditions, as amended from time to time by Engaging Activities.
Contract – means the contract between Engaging Activities and the Client for the provision of the Service concluded in accordance with and subject to the Conditions.
Engaging Activities – means Craig Stevens of 39 Arun Road, Bognor Regis, West Sussex PO21 5PE trading as ‘Engaging Activities’.
Event – means the occasion for which the Service is required, which may take place either online (‘Online Event’) or at a Venue (‘Non-Online Event’).
Minimum Number – means the minimum number of Participants booked for an Event.
Participant – means any person (including speakers, exhibitors or partners) attending all or part of the Event for which the Service is being provided.
Price – means the price for the Service.
Service – means the service to be provided by Engaging Activities.
Venue – the location where a Non-Online Event is to take place.
Website – means the Website hosted and provided by Engaging Activities.
1. A Booking for an Online Event is made when the Client submits a duly completed Booking Form to Engaging Activities. The Client shall ensure that the data entered in the Booking Form are complete and accurate.
2. A Booking for a Non-Online Event may be made by direct communication from the Client to Engaging Activities, including communication by telephone or email.
3. A Booking constitutes an offer from the Client to purchase the relevant Service from Engaging Activities on the terms set out in the Conditions, which shall prevail over any other terms or conditions introduced or sought to be introduced by the Client or otherwise.
4. The Contract shall come into effect upon acceptance of the Booking by Engaging Activities.
5. Engaging Activities reserves the right to refuse to supply the Service to the Client until such time as it has received payment of the Price from the Client in full.
6. Engaging Activities shall use reasonable endeavours to supply the Service on the date specified for the Event in the Booking Form or otherwise, but timing shall not be deemed to be of the essence of the Contract.
7. Engaging Activities reserves the right to make changes to the Service which are necessary to comply with any applicable laws or safety requirements. Engaging Activities will notify the Client of any changes to the Service.
8. Engaging Activities will endeavour to supply a suitable internet connection during an On-Line Event but due to the variable nature of internet connectivity will not be responsible for lack of connectivity during any such Online Event. Engaging Activities will not refund all or any part of the Price or make any other compensatory payment to the Client as a result of changes in internet connectivity which may affect the quality of the delivery of the Service.
9. Engaging Activities will endeavour to provide a good quality Service but from time to time may be subject to technical problems with computer applications beyond its control. Engaging Activities will not refund all or any part of the Price or make any other compensatory payment to the Client if technical issues affect the quality of the delivery of the Service during any Event.
10. Engaging Activities will endeavour to help the Client and Participants in any Online Event to understand any technical difficulties which they may have to overcome to use the Service. We will not be held responsible for any person’s lack of technical knowledge which prevents them using the Service during any such Online Event.
11. Engaging Activities will endeavour to maintain a safe online presence during any On-Line Event. Meeting ID’s and passwords will be required on access to an Online Event and these will change for each new Online Event. No Client / Participant will be allowed to join an Online Event before the host of such Online Event, Engaging Activities. However, if any persons should gain unauthorised access to an Online Event (for example by means of ‘Zoom Bombing’), Engaging Activities will not be
responsible or liable for the same of for any associated consequences.
12. The Client shall:
a) co-operate with Engaging Activities in all matters relating to the Service.
b) provide, in a timely manner, such data and information as Engaging Activities may require for provision of the Service and ensure that it is accurate in all material aspects.
c) endeavour to understand the technological aspects required for participation in any On-Line Event before it takes place.
13. In relation to any Non-Online Event, the Client shall:
a) ensure the Venue has a safe source of power.
b) ensure the Venue has a safe area for performance.
c) inform Engaging Activities of any and all regulations and requirements of the Venue.
d) provide a level of support for the Participants so they can participate in the Event in a safe manner (this would include an appropriate staff to residents’ ratio in a care setting).
e) inform Engaging Activities of any specialised support that any Participants may need to participate in a safe manner generally or which may be specific to the day of the Event. This includes, but is not limited to, types of mood, pain, confusion, reality disorientation, behavioural challenges, confrontational behaviour, physical needs, sensory needs, bereavement, preceding events that have caused unsettledness or agitation in any such Participants.
f) ensure Engaging Activities knows which staff member should be called in an emergency and inform us of the location of any call buttons.
14. The Client shall not use the names, logos or any details of Engaging Activities for any matter without written consent from Engaging Activities.
15. Engaging Activities reserves the right to refuse any Booking or cancel any Contract by giving written notice to the Client if:
a) the numbers of prospective Participants do not reach the Minimum Number;
b) Engaging Activities is not satisfied with the Client’s credit status;
c) the Client requests a change to the Contract or Service which, in the opinion of Engaging Activities, is unacceptable or undeliverable;
d) in the opinion of Engaging Activities, the Event might prejudice the reputation of Engaging Activities or pose health, safety, safeguarding or other risks;
e) unforeseen events transpire which make it impossible or improbable for the Event to take place. See -35-37 Force Majeure.
16. The Client may withdraw any Booking or cancel any Contract by giving written notice to Engaging Activities at least 24 hours prior to the date specified for the Event in the Booking Form or otherwise agreed with Engaging Activities, in which case Engaging Activities will refund the Price to the Client in full. In any other case Engaging Activities reserves the right to retain or claim payment of the Price in
PAYMENT TERMS FOR THE SERVICE
17. The Price for provision of the Service at any Online Event is set out the relevant Booking Form and must be paid by the Client to Engaging Activities in pounds sterling in full on completion of the relevant Booking Form using either of the methods set out below:
Payment option 1: online by PayPal
Payment option 2: online by Credit / Debit Card (via Paypal)
18. The Price for provision of the Service at any Non-online Event must be paid forthwith following receipt of an invoice from Engaging Activities, which will usually occur within 7 days after the booked Event took place or monthly if more than one Non-online Event is booked within a calendar month by a Client.
INFORMATION AND DATA
19. Engaging Activities undertakes to maintain database management procedures in compliance with The Data Protection Act 2018 (GDPR – General Data Protection Regulation).
INTELLECTUAL PROPERTY RIGHTS
20. As between the Client / Participant and Engaging Activities, all intellectual property rights and all other rights in and / or resulting from the provision of the Service shall be owned by Engaging Activities.
21. Disclaimer – Engaging Activities is not a copyright holder for some of the media that is used in the creation of the “Non-Online Events” and “Online Events”.
22. Please refer to Engaging Activities Adult Safeguarding Policy.
23. Engaging Activities does not have a separate children’s safeguarding policy. Some Services or Events may contain material unsuitable for children and Engaging Activities does not agree to the participation of children in any Events. Engaging Activities will not be responsible for any consequences arising from the presence of any children during any Online or Non-Online Events.
24. The Client / Participant shall keep in strict confidence all technical or commercial know-how, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client / Participant by Engaging Activities concerning Engaging Activities business or its products which the Client / Participant may obtain.
25. The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with the clause 24.
26. The Client / Participant shall take responsibility for their online presence in conference calls. (whether they join the conference call Event visually and or audibly). Engaging Activities cannot be held responsible for any content shown on a Client’s / Participant’s own screen (whether seen by others or not) during an Online Event.
PHOTOGRAPHY & FILMING
27. By Engaging Activities:
Engaging Activities will ask for consent from any Client / Participant before undertaking any photography, filming or recording of any Online Event either verbally or using our consent form. See Clause 26 – reference to how Clients / Participants choose to present themselves in online conference calls.
28. By the Client / Participants:
Unless Engaging Activities has expressly prohibited the taking of photographs or video of the Event by informing the Client / Participant, then Engaging Activities consents the Client / Participant may take photographs and video footage at the Event for the use in promotional, marketing and for presentation of evidence for CQC regulations.
29. Right to Removal:
Both the Client / Participant or Engaging Activities have the right to:
a) remove any or all photographs or video footage that they are unhappy with being used and request they are not used in the future.
b) request removal of as soon as is reasonably practical including any third-party locations where possible.
30. Subject to clause 32, the entire liability of Engaging Activities in connection to the Contract whether for negligence, breach of contract, misrepresentation or otherwise, is limited to an amount equal to the Price specified in the relevant Contract.
31. Subject to clause 32, the liability of Engaging Activities in connection with the Contract whether for negligence, breach of contract, misrepresentation or otherwise, will not extend to any special, indirect or consequential damages or losses, or any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect, even if the Client has advised Engaging
Activities of the possibility of those losses, or if they were within Engaging Activities contemplation.
32. Nothing in these conditions shall operate to exclude or restrict either party’s liability for:
a) death or personal injury resulting from negligence
b) fraud or deceit
33. The Client shall indemnify, keep indemnified and hold Engaging Activities harmless from and against all claims, actions, damages, liabilities and costs which may be brought against or incurred or suffered by Engaging Activities in connection with the Service or the Contract which arise as a result of or due to the actions, omissions or negligence of the Client / Participant, its employees or agents
or others whom it is responsible.
34. In connection with the provision by Engaging Activities of a Service at a Non-Online Event the Client shall effect and maintain for the Venue adequate insurance cover (including professional indemnity insurance and event and public liability insurance) to cover all liabilities under the Contract, with a reputable insurer and shall on request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
35. Engaging Activities has public liability insurance up to £5,000,000 and professional liability insurance up to £100,000. The relevant policy documents can be requested to be seen by writing to Engaging Activities.
36. Force Majeure means any circumstance beyond the control of Engaging Activities including but not limited to acts of God, fire, explosion adverse weather conditions, flood, earthquake, failure of energy sources or transport network, terrorism, riot, civil commotion, war, epidemic, pandemic, strikes, work stoppages, slow-downs, or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of power, lack of internet connection, non-performance or
delays by suppliers or materials shortages.
37. Engaging Activities shall not be liable to any other party for loss or damages arising from prevention or delay in performance of the Contract or provision of the Service where the same is a result of Force Majeure. For the avoidance of doubt, nothing shall release the Client from its obligations to pay the Price under the Contract in full.
38. If Engaging Activities is prevented or hindered from hosting an Event by a Force Majeure event, Engaging Activities may terminate the Contract forthwith by giving written notice to that effect to the Client.
39. The Contract (incorporating the Conditions and any document referred to herein) represents the whole understanding of the parties with the subject matter hereof. Each and every provision in the Contract shall be read (where possible) as entirely independent and severable from the other or others. In all cases where a provision of the Contract is reducible, invalid or unenforceable in terms of any legislation or other legal authority, such provision shall not affect the validity of the remaining portion of the Contract which shall remain in force and effect.
40. No variation or alteration of any of the Conditions shall be effective unless it is in writing and signed by or on behalf of each party.
41. English law shall govern the Contract and the parties to the Contract submit to the exclusive jurisdiction of the English courts.