Terms & Conditions
46-47 Russell Square, London, WC1B 4JP
Meeting Room Contract Terms and Conditions
1. Agreement
1.1 This agreement comprising the Room Booking Contract and these terms and conditions (together the 'Agreement') is made between the Client whose details are set out in the Room Booking Contract (the 'Client') and CIEE Study Abroad London Ltd (company registration number 08818202) whose registered office is at 46-47 Russell Square, London, WC1B 4JP ('CIEE')
1.2 The Client has submitted a request to CIEE to rent out the meeting rooms in the Building and to supply audio visual equipment and catering services (if any) on the rental date(s) as detailed in the Room Booking Contract (the 'Facilities') and CIEE agrees to provide the Facilities on these terms and conditions to the exclusion of any other terms and conditions.
2. Definitions and Interpretations
The following definitions and rules of interpretation apply in these terms and conditions.
2.1 Definitions:
Booking Request Form - the form available on CIEE's website to be completed by the Client and sent to CIEE in connection with any booking;
Booking Department - the Booking Department, CIEE, 46-47 Russell Square, London, WC1B 4JP e-mail:bookings@ciee.org
Building - 46-47 Russell Square, London, WC1B 4JP;
Event - the event to be held at the Building by the Client in respect of which the Facilities have been booked;
Price - the price payable for the provision of the Facilities pursuant to this Agreement;
Refreshment Package - any of the refreshment packages for meeting rooms listed on the website maintained by CIEE and referred to in clause 6.1 of this Agreement and "Refreshment Packages" means more than one Refreshment Package;
Room Booking Contract - the acceptance in writing by the Client of the Room Booking Offer;
Room Booking Offer - the offer in writing made by CIEE in response to Booking Request Form or any another enquiry to provide the Facilities to the Client;
Start Date - the date on which CIEE is to start provision of the Facilities;
VAT - value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional tax;
working day - any day which is not a Saturday, Sunday, a bank holiday or public holiday in England
2.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these terms and conditions.
2.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.4 Any obligation on a party not to do something includes an obligation not to allow that thing to be done and an obligation to use reasonable endeavours to prevent that thing being done by another person.
2.5 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
2.6 Unless expressly provided otherwise, the obligations and liabilities of Client under this Agreement are joint and several.
2.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.9 A reference to writing or written includes fax and e-mail.
2.10 The Schedules form part of this licence and shall have effect as if set out in full in the body of this licence. Any reference to this licence includes the Schedule.
2.11 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.12 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.13 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. Bookings
3.1 CIEE reserves the right to withdraw any Room Booking Offer which is not confirmed in writing by the Client within 5 working days.
3.2 This Agreement constitutes an offer by CIEE to provide the Facilities to the Client. By completing and returning the Room Booking Offer or otherwise confirming in writing that the Room Booking Offer is agreed and accepted the Client is confirming to CIEE that:
3.2.1 the Facilities set out in the Room Booking Offer are accurate for its purposes;
3.2.2 the Client accepts the Room Booking Offer;
3.2.3 the booking is confirmed and the Client is entering into a binding contract with CIEE
3.3 As a minimum a booking cannot be made without the Client having completed Booking Request Form.
3.4 CIEE reserves the right to refuse or cancel room hire or access to any of its premises or facilities without the need to give reasons to particular individuals, groups or organisations.
4. Payment of Price
4.1 The Client has agreed to pay to CIEE the Price as set out in the Room Booking Contract (or as amended in accordance with these terms and conditions).
4.2 The Price will be invoiced by CIEE to the Client once the Client has accepted the Room Booking Offer.
4.3 All invoices shall be payable in full by the Client (together with any applicable Value Added Tax without any set off or other deduction) within 5 working days of delivery to the Client.
4.4 If payment is not made within 5 working days CIEE reserves the right to cancel the booking.
4.5 If payment of the pro-forma invoice (or payment of any other monies due to CIEE under this Agreement) is not made on the due date CIEE shall be entitled, without limiting any other rights it may have, to charge interest on any outstanding amounts (both before and after judgement) at the rate of 4% above the base rate from time to time of the Bank of England from the due date until the outstanding amount is received in full in cleared funds.
5. Facilities and changes to Facilities
5.1 CIEE shall use its reasonable endeavours to provide the Facilities as set out in the Room Booking Contract save that it reserves the right to make changes to the Facilities which do not materially affect their quality.
5.2 The Client may make a written request to the Booking Department for changes to the Facilities at any time which request CIEE may agree to or refuse at its absolute discretion.
5.3 Any changes to the Facilities in accordance with clause 5.2 may result in a change to the Price for the Facilities which CIEE will confirm in writing to the Client. CIEE will issue a revised invoice to the Client arising from any increase to the Price. CIEE will issue a credit note to the Client arising from any reduction in the Price and will refund any monies due to the Client 3 working days of the issue of such credit note and subject to the Client providing CIEE with the sort code and account to which the refund should be transferred.
5.4 The Client warrants that it will comply with the Conditions set out in the Schedule hereto or such other conditions as notified in writing to the Client by CIEE from time to time.
5.5 CIEE shall not be liable under this Agreement for any delay or failure to perform its obligations if that delay or failure was due to
5.5.1 any cause or circumstance beyond CIEE's reasonable control which shall include (without limitation) acts of God, flood, fire or accident, civil disorder, strikes, lockouts or other industrial actions of any nature or defaults of suppliers or sub-contractors; or
5.5.2 any breach by the Client of its obligations under this Agreement; or
5.5.3 any failure by the Client to provide complete accurate, and timely information, resources, instructions, requests, changes or support that the Client was aware were reasonably required for CIEE to provide the Facilities in accordance with this Agreement.
6. Catering
6.1 The Refreshment Packages for meeting rooms are available.
6.2 The consumption of food and drink in meeting rooms or teaching rooms is not permitted unless provided by CIEE's in house caterer or such other external caterer approved in writing by CIEE in its absolute discretion.
6.3 Where Refreshment Packages have been requested as part of the Facilities the Client must confirm the final timings, menus and any special food requirements to the Booking Department in writing not less than 5 clear working days prior to the provision of the Facilities. The Client accepts that CIEE may be unable to meet any late requests.
6.4 Where a Refreshment Package has been booked in advance the following cancellation policy will apply:
6.4.1 No charge will be made for the reduction in number or cancellation of any Business Meeting Package (as detailed in the CIEE's website referred to in clause 6.1 above) requested up to 24 hours before the start of an Event.
6.4.2 No charge will be made for the reduction in number or cancellation of any Buffet Lunch Catering for Meeting Rooms (as detailed in the CIEE's website referred to in clause 6.1 above) requested up to 48 hours before the start of an Event.
6.4.3 Any reduction in number or cancellation of any Refreshment Package request must be confirmed in writing by email to the Booking Department in accordance with the requirements of clauses 6.4.1 and 6.4.2 above. Refreshment Package requests which are not varied or cancelled in accordance with the provisions of clauses 6.4.1 and 6.4.2 will be charged in full to the Client.
6.4.4 Any special requirements which have been agreed in respect of any Refreshment Package will be charged in full where CIEE or its in house caterer has placed a food order to meet such special requirement and CIEE or its in house caterer are unable to cancel such food order without cost.
7. Cancellation
7.1 The Client may cancel this Agreement without penalty provided that written notice is giving to the Booking Department not less than 20 working days prior to the Start Date. If notice is correctly given to CIEE pursuant to this clause, CIEE shall refund any monies paid by the Client to CIEE pursuant to this Agreement and provide the Client with a VAT Credit Note in respect of such refund within 3 working days of receiving the written cancellation and subject to the Client providing CIEE with the sort code and account to which the refund should be transferred.
7.2 Where the Client wishes to cancel this Agreement on less than 20 working days' notice CIEE shall apply a cancellation charge equal to the following percentage of the Price as set out in the Room Booking Contract:
19 - 6 working days' notice: 25% payable by the Client
5 - 0 working days' notice: 100% payable by the Client
7.3 CIEE may cancel this Agreement with immediate effect and without repayment of any monies where:
7.3.1 the Client has a petition presented for its winding up or for an administration order to be made against it, has a receiver, manager or administrative receiver appointed over all or any part of its assets, is made bankrupt, enters into any arrangement or composition with its creditors or enters into any comparable insolvency procedure in any jurisdiction.
7.3.2 the Client is in breach of this Agreement and in particular the Conditions of Use set out in the Schedule.
7.4 A notice given by the Client under clause 7.1 shall be correctly given if sent by e-mail to bookings@ciee.org and subsequently acknowledged in writing by the Booking Department.
8. Disputes
If the Client is unhappy with any aspect of the Facilities as provided then the Client shall inform the Booking Department of the same immediately. If the Booking Department is unable to remedy the matter to the Client's satisfaction then the Client shall write to CIEE with full details of the complaint within 48 hours of the Facilities being provided and the parties shall work together to reach a satisfactory conclusion.
9. Liability
9.1 Nothing in this Agreement shall limit or exclude either party's liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
9.1.2 fraud or fraudulent misrepresentation; and
9.1.3 any other liability which cannot be limited or excluded by applicable law.
9.2 Without prejudice to clause 9.1 (but subject to clause 9.3), CIEE's maximum aggregate liability to the Client (or any other individual or entity) for loss, damage to goods or property, death or personal injury, whether in contract (including under an indemnity or warranty), tort (including negligence), misrepresentation (other than fraudulent misrepresentation), equity, breach of statutory duty, strict liability or otherwise at law, and all losses arising under this Agreement shall not exceed £1,000,000.
9.3 Without prejudice to clause 9.1, CIEE will not be liable for, or in respect of (whether in contract (including under any indemnity or warranty), tort (including negligence), misrepresentation (other than fraudulent misrepresentation), equity, breach of statutory duty, strict liability or otherwise at law), any loss of profits, loss of goodwill, loss of opportunity, loss of business (whether any of the foregoing losses is direct or indirect), loss of or damage to any hardware, software or data ;or any indirect or consequential loss or damage or any type of special loss (including loss or damage suffered by the Client (as the case may be) as a result of an action brought by a third party) in respect of any breach of its contractual obligations arising under this Agreement or for any representation, statement or tortious act or omission (including negligence) of it arising under or in connection with this Agreement even if such loss was in the contemplation of the parties or was wholly foreseeable.
10. Third Parties
10.1 The Client shall be liable for the acts or omissions of all its invitees to the Facilities and undertakes that it has adequate third party and public liability insurance cover for a sum not less than £1,000,000 for its use of the Facilities and at the request of CIEE the Client will produce to CIEE no later than 3 working days before the Start Date written evidence of such policy.
10.2 Where any of the Client's invitees are under 18 years of age the Client shall ensure that it complies with all relevant provisions of the Protection of Children Act 1999.
10.3 Where the Client has arranged for other services to be provided at the Facilities by third parties, it is the Client's responsibility to ensure that all such third parties comply with any relevant statutory or regulatory requirements regarding the services to be provided and the Client shall be liable for the acts or omissions of any such third parties.
11. Indemnity
The Client agrees to indemnify, hold harmless and to keep indemnified CIEE from and against liability for all claims, proceedings damages, loss, costs and expenses howsoever arising from the use of the Facilities by the Client its invitees or third parties in breach of this Agreement save to the extent that those costs are properly attributable to the negligence of CIEE or of its subcontractors and employees.
12. VAT
Any monies payable by the Client under this Agreement shall be deemed to be exclusive of VAT. Any VAT that is or subsequently becomes payable shall be payable in addition to the Price at the rate applicable from time to time prescribed by law against receipt by the Client from CIEE of valid VAT invoice.
13. Notices
13.1 Any notice given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service to the relevant party as follows:
13.1.1 to CIEE at: the Building marked for the attention of the Booking Department; and
13.1.2 to the Client at: the address set out in the Room Booking Offer;
or as otherwise specified by the relevant party by notice in writing to each other party.
13.2 Any notice given in accordance with clause 13.1 will be deemed to have been received:
13.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice or is left at the proper address; or
13.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting.
13.3 Subject to clauses 6.4 and 7.4 a notice given under this Agreement shall not be validly given if sent by e-mail.
13.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14. General
14.1 Term: This Agreement shall start on the date the Client completes and returns the Room Booking Offer or otherwise confirms in writing that the Room Booking Offer is agreed and accepted and ends when CIEE has provided the Facilities and refunded any monies due to the Client or when the Client pays the final invoice whichever is the later.
14.2 Entire Agreement: The Client and CIEE agree that this Agreement (and any documents referred to herein) constitute the entire agreement and understanding of the parties and save as provided for specifically herein may not be varied except in writing between the parties.
14.3 Independent Contractor: CIEE is an independent contractor and nothing in this Agreement shall be deemed to create a partnership, agency or any employment relationship between the Parties.
14.4 Force majeure: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.5 Assignment and other dealings: CIEE may at any time assign, transfer, subcontract, any or all of its rights or obligations under this Agreement. The benefit of this Agreement is personal to the Client and is not assignable or capable of being sub-hired.
14.6 Warranties: All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
14.7 Representations: Each party warrants that in entering into this Agreement it is not relying on and shall have no other remedy in respect of any written or oral statement, warranty, representation or understanding of any person, whether a party or not, other than expressly as stated in this Agreement.
14.8 Waiver: No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.9 Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.9 shall not affect the validity and enforceability of the rest of this Agreement.
15. Governing Law
This Agreement 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 the law of England and Wales.
16. Third Party Rights
A party who is not a party to this Agreement has no right to enforce or rely on any term or condition of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Schedule
Conditions of Use
1. CIEE reserve the right at its discretion to ask any of the Client's invitees or third parties to leave the Facilities where such invitee or third party is behaving in the opinion of CIEE in an inappropriate or offensive manner.
2. Unless otherwise agreed in writing by CIEE rooms must be vacated by 5.00pm, to allow enough time for arrangements to be made for CIEE's own evening use, except where express permission has been granted for an extension
3. In the interest of Health & Safety, CIEE operates a non-smoking policy and no smoking is allowed in any part of the Building.
4. Rearrangement of furniture in meeting rooms is permitted but the furniture must be replaced to its original layout when users vacate the accommodation.
5. Notices, posters or signposts are not allowed to be affixed anywhere without permission.
6. Only the basement meeting rooms are adapted for use by disabled persons but users of the Facilities are advised to check on the suitability of particular rooms before booking rooms.
7. CIEE does not accept any responsibility for the theft of personal property from the Building or any course material delivered to the Building
8. Rented audio visual equipment should be treated with care and users are expected to ask for help should they be unfamiliar with any equipment provided by CIEE. Clients are asked to keep rooms with portable audio visual equipment secure at all times by either asking the Booking Department for a key to lock the room or to remove the equipment when leaving the room for any reason. The cost of replacing any equipment stolen from an unsecured room will be charged to the organisation using the room.
9. Rent of rooms does not entitle the users to describe themselves as part of CIEE; the name of CIEE may only be used for location purposes.
10. Hire of rooms does not entitle the Client to make use of any other parts of the Building.
11. Clients must ensure that they and their invitees, guests and visitors to CIEE conduct themselves in a fashion in keeping with the inclusive nature of CIEE.
12. Fire and Safety: Clients must ensure that they and their invitees guests and visitors to CIEE familiarize themselves with the CIEE fire regulations which are available at: cieelondon.org/fire-safety-instruction.html
CIEE may cancel this Agreement with immediate effect if, in CIEE's exclusive judgement, the Client is in breach of its duties under these regulations.
13. Health & Safety: CIEE may cancel this Agreement with immediate effect if, in CIEE’s exclusive judgement, the Client is in breach of its duties under the Health and Safety at Work Act 1974 ("the 1974 Act") and its subsequent modifications. This includes ensuring that CIEE is provided with all reasonable information in good time to ensure that it can comply with its own obligations under section 3 of the 1974 Act. The Client will undertake a formal written risk assessment specific to the event and CIEE reserve the right at any time to request a copy of this and any associated documentation.
14. Freedom of Speech Policy: To ensure compliance with CIEE's obligations to ensure free speech within the law and to mitigate risk and promote good campus relations, conditions may be attached to an authorization for a booking request, including but not limited to:
1.1 Reviewing the methods of promoting the Event and the content of promotional material (and potentially restricting what is available at the Event)
1.2 Requesting a copy of the guest list for review prior to the Event
1.3 Admittance or non-admittance of members of the public
1.4 Making the Event ticketed or specifying that attendees must show a valid CIEE entrance card
1.5 Provision of a specified number of suitable stewards
1.6 Varying the time and location of the Event
1.7 That the Event is declared 'public' or 'private'
1.8 Ensuring there is no discriminatory gender segregation
1.9 CIEE to be responsible for security arrangements (a controlling officer may be appointed for this purpose)
1.10 Presence of specified senior members of CIEE
1.11 The refusal or admission of the media to the Event.
1.12 Restricting the broadcasting of the Event (by whatever means)
1.13 The mode of appointment of the Chair.
1.14 The availability of a translator at the Event.
1.15 Restricting the sale of alcohol
CIEE may impose further conditions if considered necessary after taking into account advice from the police or an authorized authority.