Registered in England No.02198966. VAT No. 496 3283 10. Zibrant Group Head Office:- 2 Prospect Place, Pride Park, Derby DE24 8HG
Standard Terms & Conditions of Business
The placing of an order by a Client and the acceptance of that order by Zibrant Limited (“Zibrant”) forms a binding contract on these terms and conditions which shall prevail over any others. No variations are permitted unless expressly accepted by one of our directors in writing. Zibrant will not be liable for any errors or omissions in information or specifications provided by the Client.
All Services arranged and / or provided by Zibrant including, but not confined to, Venue Finding, Event Production, Event Management, Incentives & Performance Improvement, Accommodation Booking, and Video Production.
Zibrant acts as agent, except where other specific contractual arrangements have been agreed, and cannot be held responsible for services provided by third parties or any aspect of that relationship including any contractual liability for transactions in which we act as intermediary between the principal (e.g. the venue) and the Client.
The fees payable by the Client for the execution of any order shall be in accordance with Zibrant fee structure prevailing at the time of the acceptance of the order and are exclusive of Value Added Tax which will be added to all charges at the applicable rate. Any costs omitted or corrections on our invoice will be invoiced / credited later. Zibrant reserve the right at any time prior to delivery of the services to adjust the fees to take account of any increase in the cost of labour or services, taxes or duties or any currency fluctuations affecting the cost of foreign services.
Terms of Payment
Unless stated otherwise we must receive payment for all fees and expenses within 30 days of invoice date. All deposit invoices are due on receipt of invoice. The time for payment shall be the essence of the contract.
Zibrant reserves the right to charge interest on all overdue balances at 4% over Bank of England base rate until the date payment is received in full or alternatively, at our discretion, in line with legislation relating to the late payment of commercial debts. Interest is charged from the invoice date onwards if payment is not received within the agreed term.
Debt Recovery Costs
The Client shall be liable to pay all costs, charges and expenses incurred by Zibrant in recovering any overdue debt.
Cancellation by the Client
The Client will be liable to pay any cancellation charges incurred by Zibrant in respect of events, bookings and related services made at the Client’s request that we are unable to persuade the principal to waive. Unless covered by a specific Venue Finding or Event Contract the Client will also be liable to pay a cancellation fee to Zibrant, in addition to any amounts paid up to and including the date of cancellation which are not refundable, as follows:
Notice Period Amount of Fees payable
30 days or less before the event 100%
31 to 60 days before the event 75%
61 to 90 days before the event 30%
For cancellations notified at least 91 days before the event or for Services where no bookings have been finalised an administration fee will be charged at an hourly rate based on the time taken by Zibrant to prepare such bookings and proposals together with any unavoidable costs already incurred. You must also pay all Zibrant expenses incurred up to the date of cancellation.
Cancellation by Zibrant
In the event of cancellation by Zibrant – a full refund of all payments will be made to the Client. Our maximum liability will be limited to the sums already paid to Zibrant by the Client. We will not be responsible for any consequential losses suffered by the Client as a result of the cancellation.
Title in Goods
All goods (if any) remain Zibrant property until such time as they have been paid in full.
Neither of us will be liable for any delay or failure in the performance of our obligations arising from circumstances outside our control provided we promptly notify the other of the circumstances.
Either party may terminate any contract immediately by written notice to the other, if the other party becomes insolvent, makes a general arrangement for the benefit of creditors, suffers or permits the appointment of a receiver over its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency laws whether domestic or foreign, or has been wound up or liquidated, voluntarily or otherwise except for the purposes of a bona fide amalgamation or reconstruction.
Exclusion of Consequential Loss
Zibrant shall not be liable for any consequential or indirect loss (such as, but not limited to, loss of profits, loss of contracts or damage to property of the Client or anyone else, and personal injury to the Client or anyone else, except so far as such injury is attributable to our negligence) suffered by the Client whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from our negligence). It is the Client’s obligation to insure against such risks.
Neither Zibrant nor the Client shall assign or transfer the Contract or the benefits thereof to any other person without the prior written consent of the other.
Privacy and Confidentiality
When processing an order Zibrant may require additional details from the Client so that orders can be validated efficiently. All such details will be treated in confidence and not disclosed to any third party except in connection with expediting the Client’s orders. Zibrant reserve the right to liaise with credit reference and other agencies with regard to the Clients status and submit information accordingly and in line with relevant legislation. We also reserve the right to refuse any unexecuted order without giving a reason. These provisions exclude any disclosure that we are required to make by law, including crime prevention, legal action or any issues relating to product safety.
The Client agrees to fully indemnify Zibrant from and against all actions, proceedings, penalties, damages, costs, charges, demands, costs, losses, penalties, liability, claims and expenses (including legal fees) whatsoever incurred by us and arising from any breach of the Contract, Client negligence or other act, omission or default.
Zibrant will indemnify the Client but only against direct damage to the Client’s property or the event venue caused by our negligence in providing the Services by making good or compensating this damage.
Limitation of Liability
Each party’s liability to the other for any claim for breach of contract, negligence, breach of statutory duty or under any indemnity or otherwise shall be limited as follows:
• For any claim for personal injury or death caused by the other party’s negligence, or for any other liability which cannot be excluded or limited under applicable law no limit shall apply;
• For other claims for personal injury/death and claims for the damage to or loss of tangible property, liability shall be limited to £1 million per claim or series of claims arising from any one incident.
• For any other claim, each party’s liability to the other shall be limited to the Fees for the Service in connection with which the claim arose.
In no event shall Zibrant be liable for any direct, indirect or consequential loss, including, but not limited to, financial loss, loss of profits, loss of sales, earnings, contracts, business, goodwill, use or loss of data, income, anticipated savings or business interruption arising out of or in connection with the provision of the Services.
If any provision of the Contract is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions shall remain in full force and effect.
Third Party Rights
Except as expressly provided for nothing in these terms confers on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given hereunder should be given in writing and delivered by hand or sent by first class post or facsimile transmission to the recipient at its registered office or principal place of business or such other address as may have been notified to the party giving the notice. Any notice given by post shall be deemed to be served on the second working day after the same shall have been posted and if given by fax shall be deemed to have been served at the time of transmission if sent during business hours and at the commencement of business on the first working day following transmission if not sent during business hours.
No waiver by Zibrant of any breach of these Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or other provision.
Intellectual Property Rights, Copyright, etc.
Zibrant, or its licensors, shall retain ownership of all background Intellectual Property Rights (IPR) and own all foreground IPR generated in any materials produced in connection with the Service. The Client shall acquire no rights in these materials but shall retain IPR in all data or information (including Delegate Lists) supplied by the Client and licence Zibrant, its agents and sub-contractors, to use that data or information for the purpose of providing the Service. The materials may not be reproduced in whole or in part other than by Zibrant without our prior written approval.
The Client agrees to indemnify Zibrant against any liability, losses, costs and expenses that we may incur as a result of our use of any data or information supplied by the Client that infringes the Intellectual Property Rights or confidential information of any third party. Zibrant gives the Client the same indemnity for any materials that it provides to the Client.
The copyright of any material shall at all times remain the property of Zibrant or the rightful registered owner.
We both agree that in the event of a dispute arising in connection with this Agreement and which has not been resolved following discussions between our respective appointees then we both undertake to attempt a settlement by engaging in good faith in a process of mediation before commencing arbitration or litigation prior to which both parties shall bear their own costs.
The contract shall be governed by and construed in accordance with the laws of England.