Terms & Conditions of Business
Version: June 2018
1.1 The following definitions shall have the following meanings:
“the Customer” means the person making a booking with the Supplier;
“Force Majeure Event” means an event beyond the reasonable control of the Supplier, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, inability to procure materials or articles except at increased prices or default of agents, suppliers or subcontractors;
“the Booking” mean the appointment that the Customer has made with the Supplier in accordance with these terms;
“Intellectual Property Rights” means any patent, right to an invention, copyright and related rights, trade mark, business name, design right, domain name, goodwill, the right to sue for passing off, design right, database right, right to use and protect the confidentiality of confidential information (including without limitation know-how and trade secrets) and all other types of intellectual property rights, registered or unregistered, including all applications and the right to apply for renewals or extensions of, and right to claim priority from, such rights and all similar rights or forms of protection existing or which will exist now or in the future in any country;
“the Services” means the services that the Supplier is to supply to the Customer in accordance with these terms as set out in the Service Specification;
“Service Specification”the description or specification for the Services and dates for the Services to be provided, given in writing by the Supplier to the Customer;
“the Supplier” means The Perimeter (company number 10990631) whose registered office is at 20 Brownlow Mews, London, WC1N 2LE
“these terms” means these terms and conditions as amended from time to time in accordance with clause 2.2;
“Working Day” means a day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for business.
1.2 The rules of interpretation in this clause 1 apply in these terms.
1.3 Clause headings do not affect the interpretation of these terms.
1.4 Except where a contrary intention appears, a reference to a clause is a reference to a clause of these terms.
1.5 Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A person includes a corporate or unincorporated body.
1.7 Writing or written includes faxes, but not email.
1.8 Any obligation in these terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.9 Unless the context otherwise requires, (a) words in the singular shall include the plural and in the plural shall include the singular and (b) a reference to one gender shall include a reference to the other genders.
1.10 Any words following the terms “including”, “include”, “in particular” or “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Basis of the Booking
2.1 The Supplier contracts on these terms only, and acceptance by the Supplier of any order from a Customer shall be upon these terms and shall override any other terms and conditions stipulated or incorporated by the Customer in its order or in any negotiations, or which are implied by trade, custom, practice or course of dealing.
2.2 Variations or representations will only be binding on the Supplier if confirmed in writing by an authorised officer of the Supplier.
3. The Works
3.1 The Supplier reserves the right to make substitutions and modifications to the works displayed at the gallery.
3.2 All information about the works on the Supplier’s website is provided for information purposes only. The Supplier recommends that the Customer does not rely solely on the information presented on its website.
4. The Services
4.1 The Supplier will carry out the Services for the Customer.
5.1 Where applicable, prices will be stated on www.theperimeter.co.uk and will be inclusive of Value Added Tax at the appropriate rate.
6.1 The Customer has a right of cancellation in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The Customer must inform the Supplier of the decision to cancel the booking at least one day in advance.
7.1 The Supplier warrants that any Services shall be provided with reasonable skill and care.
7.2 The warranties contained in clause 10.1 are without prejudice to the Customer’s statutory rights.
8. Limitation of Liability and Customer’s obligations
8.1 Save as provided under the Unfair Contract Terms Act 1977 and notwithstanding the warranty contained in clause 10.1, the Supplier will not be responsible for (i) losses that were not caused by any breach on its part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses that were not foreseeable to both the Supplier and the Customer when the booking was made.
8.2 Nothing in these terms excludes or limits liability for (a) death or personal injury caused by the negligence or (b) fraudulent representations or (c) wilful misconduct in each case of or by the Supplier or any of its employees or agents.
8.3 The Customer will:
8.3.1 co-operate with the Supplier in relation to the Supplier’s provision of the Services;
8.3.2 respect both the works in the building and the building itself by not taking photography and wearing appropriate footwear so as not to damage the floors.
8.4 In the event that the Supplier’s provision of the Services is adversely affected by the Customer’s acts, omissions or failure to carry out its obligations (“a Customer Default”), then, without prejudice to the Supplier’s other rights and without incurring liability to the Customer for delay or failure to provide the Services in exercising its rights under this clause 11.5, the Supplier may suspend provision of the Services until the Customer has remedied the Customer Default, and be relieved from its obligations to perform the Services if the Customer Default adversely affects the Supplier’s provision of the Services.
9. Force Majeure
9.1 The Supplier shall bear no liability for loss, damage or delay howsoever arising by a Force Majeure Event, and in these circumstances may suspend or cancel the booking. The Supplier shall endeavour to notify the Customer as quickly as reasonably possible if a Force Majeure Event occurs.
10.1 Without prejudice to any other rights it may have and without prejudice to the provisions of clause 9, the Supplier may, by notice to the Customer, terminate any booking between the Customer and Supplier forthwith and/or immediately recover from the Customer all sums due from the Customer under any contract with the Supplier (notwithstanding any period of credit which may have been allowed) together with any accrued interest if:
10.1.1 the Customer commits any breach of any of the terms of any contract with the Supplier and, if the breach is remediable, fails to remedy that breach within 14 days after receipt of notice in writing to do so;
10.2 Without limiting its other rights or remedies, the Supplier reserves the right to not accept bookings without reason.
10.3 On termination of a contract for any reason:
10.3.1 termination will be without prejudice to the parties’ accrued rights; and
10.3.2 any clauses in these terms that expressly or by implication continue to have effect after termination shall continue in full force and effect.
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. As regards any third party Intellectual Property Rights in the Services, the Customer agrees that the Customer’s use of such Intellectual Property Rights is conditional on the Supplier’s obtaining a written licence from the relevant licensor in terms that permit the Supplier to license such rights to the Customer.
12.1 No waiver by the Supplier of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of the contract.
12.2 The parties agree to be bound by these terms, which they consider to be reasonable. If any clause of these terms is held by any Court or competent authority as invalid or unenforceable in whole or in part the validity of the remainder of these terms and of the remainder of the provisions in question shall not be affected thereby.
12.3 The Customer shall not assign or transfer any contract to which these terms apply nor the benefit thereof to any person whatsoever.
12.4 These terms constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between them relating to the subject matter of these terms. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier that is not set out in these terms.
12.5 Any notice given under these terms must be in writing and delivered to the recipient at the address of (a) in the case of the Supplier, its registered office or its principal place of business and (b) in the case of the Customer, his or her last known residential address, or at such other address as has been notified to the sender previously in writing for the purpose of this clause.
12.6 A notice given under these terms shall be validly served if sent by email.
12.7 A person who is not a party to these terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
12.8 These terms shall be governed by and construed in accordance with the laws of England and each of the parties hereto submits to the jurisdiction of the English Courts as regards any claim or matter arising under these terms.