Terms & Conditions
TERMS AND CONDITIONS OF LONDON PERSONALLY LIMITED (“LP”)
1.1 Definitions. In these Conditions, the following definitions apply:
Client: one or more persons, a business or a corporation who have requested a Walk.
Conditions: these terms and conditions set out in this document as amended from time to time in accordance with condition 10.6.
Confirmed Walk: a Walk agreed by London Personally and detailed in a Specification approved in writing or by e-mail by the Client and which approval has subsequently been acknowledged by LP.
Contract: the contract between the Client and LP for a Confirmed Walk.
Force Majeure Event: has the meaning given in condition 9.
LP: London Personally Limited whose registered office is Lower Ground Floor, Lynton House, 7-12 Tavistock Square, London WC1H 9LT.
Specification: the specific details of requirements set out in writing by LP which particularises the terms on which LP offers to undertake the Walk including the Total Fees and any specific requirements of the Client and other terms of the contract.
Total Fees: the aggregate of all fees payable by the Client to LP (together with VAT or any other taxes) under the Contract for the Confirmed Walk and all expenses and other costs due and payable to LP under the Contract.
Walk: any walk in London or elsewhere in the UK organised by LP and which is the subject of the Contract.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails
2. BASIS OF CONTRACT
2.1 The Contract comprises:-
(a) a Confirmed Walk; and
(b) the Conditions.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 The Client is responsible for ensuring that the terms of the Contract and in particular the details set out in the Specification confirmed by the Client are complete and accurate. The Contract which will incorporate the Conditions is binding on the Client and LP. If there is any conflict between the Conditions and the Specification the Specification shall take precedence.
2.4 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of LP which is not set out in the Contract.
3. CONFIRMED WALK
3.1 LP will use all reasonable endeavours to provide the Walk in accordance with the Contract.
3.2 Any amendments to the Confirmed Walk required by the Client must be confirmed and agreed in writing by LP.
3.3 If for any reason LP needs to vary the Confirmed Walk LP will give details of any such variation to the Client as soon as practicable and shall use all reasonable endeavours to agree any variations with the Client for the Walk (making such adjustments to the Total Fees as LP shall reasonably determine).
3.4 If for any reason LP is unable to provide the Walk (or any part of it) and the Client is unwilling to accept any reasonable alternative walk from LP or an adjustment to the Total Fees under clause 3.3 the Client shall have the option to cancel the Walk and subject to an administration fee not exceeding 15% of the Total Fee for that Client the Total Fee less such administration fee will be refunded to the Client.
4. CLIENTS RESPONSIBILITIES
4.1 The Client is responsible for ensuring that the Specification is accurate in all respects and is correctly detailed in the Contract. Whilst LP shall at its sole discretion use reasonable endeavours to assist the Client in respect of any mistakes or errors in the Specification, any mistakes or errors shall be deemed to be the responsibility of the Client and any costs of rectifying or correcting such mistakes or errors shall be borne entirely by the Client.
4.2 To the extent that the Client requires any facilities or equipment or tickets or reservations from any third party LP will use reasonable endeavours to obtain the same subject to prior payment by the Client. The Client is responsible for the careful handling and proper return of such equipment to the third party and shall indemnify and keep LP fully indemnified in respect of any claims whatsoever made against LP by any third parties in respect of such facilities or equipment or tickets and other services.
4.3 The Client warrants to LP that it will comply with all health, safety, rules, laws, regulations and conditions that relate to the Walk and in particular will comply with information relating to road safety and any other health and safety issues that LP’s representative tells the Client at the beginning of the Walk.
4.4 The Client warrants that all information relevant to the Contract supplied to LP by the Client is correct, accurate and up to date and enables LP to arrange the Walk in accordance with the Client’s requirements.
4.5 The Client acknowledges and is responsible for:-
(a) all children on the Walk under the Client’s care or control;
(b) compliance with all aspects of road safety including ensuring that the Client and any children under the Client’s control cross at appropriate crossings taking full note of traffic signals and any other signage relating to road safety.
5. LP’S OBLIGATIONS
5.1 LP has contracted the Walk in accordance with the Contract for and on behalf of the Client.
5.2 Whilst LP shall use all reasonable endeavours to ensure that the Walk complies with all laws, regulations and has all necessary licences and insurance policies to provide the Confirmed Walk to the Client in accordance with the Contract no liability is accepted by LP in respect of such compliance.
5.3 In respect of the Confirmed Walk LP confirms to the Client that it shall so far as practicable:
(a) Ensure that the Confirmed Walk takes account of all matters set out in the Specification;
(b) use suitably knowledgeable staff to lead the Confirmed Walk;
(c) use reasonable endeavours to assist the Client in any dispute or problem in respect of the Confirmed Walk; and
(d) use reasonable endeavours to provide the Client with any additional information the Client requires at the cost of the Client.
6. TOTAL FEES AND PAYMENT
6.1 The total fees for the Services provided by LP are set out in the Specification.
6.2 LP may, by giving notice to the Client at any time up to five Business Days before payment is due, notify the Client with any increase in the Total Fees payable as a result of:
(a) any factor beyond LP’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Client to change the Specification;
(c) any delay caused by any instructions of the Client or failure of the Client to give LP adequate or accurate information or instructions; or
(d) any factor beyond LP’s control emanating from any of the events or venues comprising the Confirmed Walk.
6.3 If the variation in the total price under condition 6.2 is more than 20% of the Total Fee payable the Client shall have the option to request that LP
use all reasonable endeavours to cancel the bookings for the Confirmed Walk or any element of the Confirmed Walk and to enable LP to agree subject to the provisions set out in the Contract in the Contract to accept the cancellation of the Contract (subject to the payment of any administration fee under the provisions of clause 3.4).
6.4 The Total Fees are exclusive of amounts in respect of value added tax (VAT). The Client shall, on receipt of a valid VAT invoice from LP, pay to LP such additional amounts in respect of VAT as are chargeable on the supply of the Total Fees.
6.5 LP will invoice the Client for the Total Fees in accordance with the details set out in the Specification.
6.6 The Client shall pay the invoice in full prior to the date of the Confirmed Walk in cleared funds. Payment shall be made to the bank account nominated in writing by LP. Time of payment is of the essence.
6.7 If the Client fails to make any payment due to LP under the Contract by the due date for payment (due date), then the Client shall pay interest on the overdue amount at the rate of 6% per annum above Barclays Bank Plc’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
6.8 All amounts due under this agreement shall be paid in full without any deduction or withholding (other than any deduction or withholding of tax as required by law). Neither party shall be entitled to claim set-off or to counterclaim against the other in relation to the payment of the whole or part of any such amount.
7.1 Subject to the payment of the Administration Charge set out in condition 3.4 the following cancellation charges shall apply in respect of the Total Fees paid for the Confirmed Walk:-
(a) if cancelled more than four weeks before the date of the Confirmed Walk – 100% of the Total Fees;
(b) if more than two weeks before the date of the Confirmed Walk –50%;
(c) if more than one week before the date of the Confirmed Walk –25%; and
(d) if within one week of the Confirmed Walk – no refund
8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude LP’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) any matter in respect of which it would be unlawful for LP to exclude or restrict liability. 8.2 Subject to clause 8.1:
(a) LP shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or direct loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from a deliberate breach of the Contract by LP, its employees, agents or subcontractors); and
(b) LP’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by LP, its employees, agents or subcontractors shall not exceed the Total Fees.
9. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of LPs or subcontractors.
10.1 Assignment and subcontracting.
(a) LP may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Client may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of LP.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (if it is a business) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid recorded delivery first class post, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.2(a) and handed to a person duly authorised to receive a notice on behalf of the addressee; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by LP.
10.7 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.