YES TERMS AND CONDITIONS

Updated August 6, 2024

These Terms and Conditions (the “Terms”), together with the YES Booking Confirmation set out the terms and conditions between you, the Client and Your Event Solutions Ltd. (YES) for the Event Management and Booking Service.  All terms not defined herein shall have the meaning set forth in the Booking Confirmation.

1. YES’ Event Management and Booking Service. The Client hereby appoints YES to provide the following services, or some thereof, and as agreed by YES: (i) sourcing, booking and arranging venue and/or meeting space hire and associated services, (ii) (where applicable and agreed by YES) booking and arranging of travel arrangements for Client’s employees, officers, agents, consultants, subcontractors, Delegates, suppliers and any other persons who are invited and / or permitted by it to participate in and / or make use of the Event Management and Booking Services and / or the Event (the “Client Personnel”) and (iii) other relevant services, including (but not limited to) advice, creation and composition, promotion, management and / or consultation services in relation to the Event, for or on behalf of the Client (the “Event Management and Booking Service”).  These Terms shall be considered a “general agreement” for the purposes of the business travel exemption within the Package Travel and Linked Travel Arrangements Regulations 2018 (“PTRs”) and the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 (“ATOL Regulations”). Accordingly, the Event Management and Booking Services provided by YES are exempt from the scope of the PTRs and ATOL Regulations and any scheme of financial protection operated by ABTA.
2. Third Party Services. As part of the Event Management and Booking Services, YES shall book any and all services to be provided by a third-party supplier of the Third-Party Services (the “Third Party Service Provider”) in relation to the Event, including but not limited to: venue and meeting space hire, catering services and Travel Arrangements (the “Third-Party Services”) on behalf of the Client. The Client acknowledges and agrees that: (a) YES is appointed as the Client’s agent to provide the Event Management and Booking Services; (b) YES acts an agent or intermediary between the Client and the Third Party Service Provider when making bookings with the Third Party Service Providers, and the Client hereby grants YES the authority to arrange, enter into and conclude, on the Client’s behalf and in the Client’s name, contracts between the Client and the Third Party Service Provider, which the Client shall be bound by; (c) YES is not a party to the contract between the Client and the Third Party Service Provider; (d) YES is not responsible to the Client for the provision of the Third Party Services. YES’ responsibilities shall be limited to providing the Event Management and Booking Services in accordance with the Client’s reasonable instructions and these Terms; (e) YES is not responsible for the accuracy of any information about the Third Party Services it passes on to the Client in good faith; and (f) the Third Party Service Provider will have its own terms and conditions which will govern the provision of the Third Party Services to the Client. All such terms and conditions shall apply to the Event and the Client, in addition to these Terms. The relevant Third Party Service Provider booking terms and conditions have been set out in Booking Confirmation; and (g) to the extent that there is any inconsistency between a Third Party Service Provider’s terms and conditions and these Terms, the Third Party Service Provider’s terms and conditions shall prevail.
3. YES’ obligations. YES shall: (a) use reasonable endeavours to provide the Event Management and Booking Services in accordance with these Terms in all material respects, and with reasonable skill and care using good quality systems, techniques and standards; (b) act in accordance with the Client’s reasonable instructions in relation to the Event; and (c) make itself available upon reasonable notice for the purposes of consultation, advice and support relating to the Event and Event Management and Booking Services and / or these; and (d) comply with all applicable law.
4. Client’s obligations.
   1. The Client shall: (a) co-operate with YES in all matters relating to the Event and Event Management and Booking Services; (b) provide to YES, in a timely manner, all documents, information, items and materials in any form (whether owned by the Client or a third party) reasonably required by YES in connection with the Event Management and Booking Services and ensure that they are accurate and complete; (c) comply with, and ensure that Client Personnel comply with the terms and conditions imposed by the Third Party Service Provider; (d) accept responsibility for any loss or damage to any physical property belonging to the Third Party Service Provider caused by the acts or omissions of Client Personnel and shall agree to reimburse the Third Party Service Provider, or where appropriate, YES for the monetary value of any such loss or damage, provided always that the Client has been provided with appropriate invoices evidencing the sums due to either the Third Party Service Provider or YES; and (e) comply with all applicable law.
   2. During the Term, the Client shall maintain in force appropriate insurance policies with reputable insurance companies, including: (a) comprehensive travel insurance for all Client Personnel using any Travel Arrangements. Such insurance must include cover for medical and repatriation expenses and assistance, flight delay and cancellation (if applicable), personal baggage and belongings and personal liability claims; and (b) Public and employer’s liability insurance which covers the Client in relation to any third party property damage or personal injury claims.
5. Term. These Terms shall become effective on the Commencement Date and continue for the Term as set out in the Booking Confirmation above. If there are no pending Event(s) on the date notice to terminate is served by either party, such notice shall terminate the Booking Confirmation and these Terms with immediate effect and YES shall not arrange any further Events after the date on which notice to terminate is served.
6. Charges and payment.
   1. In consideration of the Event Management and Booking Services, the Client shall pay YES the Management Fee, as set out in the YES Booking Confirmation. The Client is responsible for paying, in full, the Total Fees as set out in the Booking Confirmation, including the YES Management Fee and all sums payable to Third Party Service Providers for the Third Party Services, in accordance with the Payment Terms set out in the Booking Confirmation. The Client authorises YES to make payment on its behalf to any Third Party Service Provider. YES shall pay a Third Party Service Provider only after YES has received the executed Booking Confirmation from the Client. YES shall use reasonable endeavours to pay a Third Party Service Provider in accordance with the Third Party Service Provider’s terms and conditions, but accepts no responsibility for any delay or failure to do so where this is due to a delay or failure on the part of the Client to send the necessary sums to YES.
   2. YES shall earn all available commissions from the Third Party Service Provider(s) for any Third Party Services. The commission may be paid by the Third Party Service Provider directly to YES or in the form of a discount on the Third Party Service. The price paid by the Client shall always be inclusive of any commission earned by YES.
   3. In addition to the Total Fees, the Client shall pay any additional costs incurred on site at the Event Venue, in accordance with any invoices issued by YES to the Client following the Event.
   4. The Client shall pay each invoice submitted to it by YES within the timescale stipulated, in full and cleared funds to the bank account nominated in writing on the invoice. Time of payment is of the essence. The Client remains responsible at all times to the Third Party Service Provider(s) for payment of all Third Party Services in accordance with the Payment Terms. Furthermore, the Client remains responsible to the Third Party Service Provider(s) for any additional charges it incurs whilst using the Third Party Services, including but not limited to any additional goods or services purchased, or facilities used.
   5. Without prejudice to any other right or remedy that it may have, if the Client fails to (i) pay YES any sum due under these Terms on the relevant due date or (ii) comply with terms set out in the Payment Terms, such failure shall entitle YES to: (a) suspend or not provide part or all of the Event Management and Booking Services for the Event; (b) notify the Third Party Service Provider(s) who may cancel or suspend provision of the Third Party Services; (c) not pay any Third Party Service Provider until the Client has paid sufficient funds to meet such expenses or payment has been made in full; (d) charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 1% a year above the Bank of England’s base rate from time to time, but at 1% a year for any period when that base rate is below 0%; and (d) treat the Event as cancelled by the Client. Upon such cancellation, all costs and charges made by the Third Party Service Provider(s) against YES, in addition to any costs and charges separately incurred by YES as part of the Event Management and Booking Services (including the Management Fee) shall become immediately payable by the Client to YES.
   6. The Client shall raise any queries on any invoices within seven (7) days of the date stated on the relevant invoice.
   7. All sums payable under these Terms, unless otherwise stated, shall be exclusive of Value Added Tax (“VAT”) and other duties or taxes which shall be added as appropriate at the prevailing at the relevant tax point.
   8. All amounts owing to YES by the Client under the Booking Confirmation and these Terms shall become immediately due and payable on termination of the Booking Confirmation/Terms for any reason.
7. Cancellations and amendments by the Client. The Client accepts and agrees that: (a) any Event itinerary is based on the agenda, programme schedule and staffing capabilities and may have to be amended to reflect any schedule changes. Wherever possible, YES shall notify the client of any such changes before the Event Date(s); and (b) such changes are out of YES’ control and so any cancellation by Client Personnel as a result of such a change will give rise to the cancellation charges set out in these Terms. If the Client wishes to make any amendments to the Third-Party Services booked for the Event, it must inform YES in writing as soon as possible Amendments can only be accepted in accordance with the Third Party Service Provider’s terms and conditions. YES cannot guarantee that any Third Party Service Provider will agree to or be able to fulfil any requested amendments. YES shall use reasonable endeavours to liaise with the Third Party Service Provider in relation to the amendment request However, in doing so, the Client accepts and agrees that YES shall: (a) pass on all and any costs imposed by Third Party Service Provider(s) associated with making the amendments; and (b) increase the YES Management Fee, in line with any increase in the cost of the Event.
8. Amendment and Cancellation by the Third-Party Service Provider. In the event of amendments or cancellations of the Third Party Services by the Third Party Service Provider, YES will inform the Client of the amendment or cancellation, along with details of the impact of any such amendment or cancellation and the Client’s options (including, where available, any alternatives, as well as the impact on price) but shall have no liability to refund or compensate the Client in relation to such amendments or cancellations. Where the Client seeks a refund for any cancelled Third-Party Services for which payment has been made to the Third-Party Service Provider, YES will not provide a refund to the Client unless and until it receives the funds from that Third Party Service Provider.
   
9. Special requests. The Client must inform YES in writing of any special requests (for example, special facilities for persons of reduced mobility or persons with other special needs, dietary or otherwise) which the Client or Client Personnel may have so that YES is able to make appropriate and suitable arrangements in advance, as far as is reasonably possible, to cater for such persons in the Event arrangements. YES cannot guarantee that it will be able to meet such requests but will use reasonable endeavours to accommodate the Client’s requests and where it (or the Third Party Service Provider) is not able to do so, YES shall inform the Client as soon as is practicably possible.
10. Communication of information. Unless otherwise agreed by YES, YES shall communicate all details regarding the Event to the Client’s Key Contact (as named in the Booking Confirmation) or other Client Personnel, as agreed by the parties.  It is the Client’s responsibility to ensure that all relevant Client Personnel receive a copy of all information and communications regarding the Event arrangements within any required time limits. The Client shall indemnify YES for any loss or damage incurred by YES for the Client’s failure to do so.
11. Data Protection. The Client acknowledges that in respect of any personal data transferred under or in connection with these Terms, the Privacy Policy shall apply.
12. Insurance. In respect of its provision of the Event Management and Booking Services, YES has in place Public and Product Liability insurance and Professional Indemnity Insurance. The Client may request to see copies of these policies, which YES shall reasonably make available on request.
13. Liabilities and indemnities.
    1. YES is not a provider of any of the Third Party Services and has no control over, or liability for, the Third Party Services provided by the Third Party Service Providers. YES shall have no liability to the Client in the event of any failure to perform, or improper performance of, a Third Party Service and the Client’s legal remedy shall be against the Third Party Service Providers.
    2. YES is responsible for providing the Event Management and Booking Services with reasonable skill and care. YES’ liability to the Client is limited to any direct losses caused to the Client by YES’ failure to exercise reasonable skill and care in providing the Event Management and Booking Services.
    3. YES’ total aggregate liability to the Client for claims arising under or in connection with these Terms shall be limited to the value of the Management Fees payable by the Client to YES in the 12 months immediately preceding the date upon which the claim arose.
    4. YES’ liability shall also be limited to the extent that any relevant international conventions (for example, the Montreal Convention (travel by air), the Athens Convention (travel by sea), the Berne Convention (travel by rail) and the Paris Convention (accommodation)) limit the amount of compensation which can be claimed for death, injury or delay to passengers and loss, damage and delay to luggage (as if these limitations apply directly to YES).
    5. YES shall not be liable to the Client in respect of: (a) any matters arising out of any delay in payment by the Client; (b) its obligations under these Terms if it is prevented or delayed by any act or omission of the Client, Client Personnel; and / or (c) any failure to provide the Event Management and Booking Services as a result (either directly or indirectly) of the Client’s failure to provide YES with correct, complete instructions or timely information and confirmation.
    6. YES shall not, in any event, accept liability in contract, tort, or otherwise for any injury, damage, loss, delay, additional expense or inconvenience caused directly or indirectly by: (a) any Third Party Service Providers; (b) a Force Majeure Event or any other event which is beyond YES’ control or not preventable by reasonable diligence on YES’ part.
    7. YES shall not accept any liability for any consequential loss (meaning indirect loss, loss of revenue, loss of reputation, loss of profits, loss of actual or anticipated savings, lost opportunities, including opportunities to enter into arrangements with third parties or loss or damage in connection with claims against the Client or third parties) howsoever caused in connection with the Event or Event Management and Booking Services.
    8. Nothing in this clause shall limit or exclude either party’s liability in relation to: (a) death or personal injury caused by either party’s negligent actions or omissions; or (b) fraud (including fraudulent misrepresentation).
    9. The Client shall indemnify and hold harmless YES from and against any and all loss suffered or incurred or sustained as a result of: (a) any wrongful act or omission of the Client; (b) the Client’s breach of the terms of these Terms; (c) the Client’s breach of its contract with the Third Party Service Providers; and / or (d) any physical or other damage caused by Client Personnel during the Client Personnel’s use of the Third Party Services, including to the Event venue.
14. Force majeure.
    1. “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any travel ban or stay at home order; (f) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (g) collapse of buildings, fire, explosion or accident; (h) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and (i) interruption or failure of utility service.
    2. If a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    3. The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms; and (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    4. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than four (4) weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving one (1) week’s written notice to the Affected Party.
15. Compliance.
    1. Anti-corruption laws. In connection with these Terms, the parties shall (i) comply with any applicable anti-corruption laws (“Anti-corruption Laws”) adopted by the countries where the Event Management and Booking Services are being performed, which may include the provisions of the United States Foreign Corrupt Practices Act of 1977, UK Bribery Act, and any amendments thereto and, (ii) not knowingly allow third parties to make any improper payments or to perform any act in violation of the Anti-Corruption Laws.
    2. Anti-slavery laws. In connection with these Terms, the parties shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, including but not limited to the Modern Slavery Act 2015
    3. Each party warrants and represents that it is not and it shall not become incorporated in or resident in a country, or listed as a «Specially Designated National,» a «Specially Designated Global Terrorist,» a «Blocked Person,» or similar designation under the economic or trade sanctions imposed by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, her Majesty’s Treasury and/or any other country with jurisdiction over activities undertaken in connection with these Terms (the “Economic Sanctions”, and any relevant individual being a “Restricted Person”). The Client and Client Personnel shall not act in such a way so as to bring YES into breach of any Economic Sanctions (including marketing to Restricted Persons). YES reserves the right to cancel any Event which YES has reason to believe may be, or YES is unable to confidently ascertain is not, in breach of Economic Sanctions (“Sanctioned Booking”). YES shall not seek monies for any Sanctioned Booking. Any monies received by YES for Sanctioned Bookings shall not be returnable to the Client or the Client Personnel. The Client shall immediately notify YES in the event of any breach of this clause. The Client warrants that the Client shall be liable for any act made by the Client that would otherwise threaten to bring YES into breach of any Economic Sanctions.
16. Confidentiality.
    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by this clause.
    2. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
17. General.
    1. Any notice given to a party under or in connection with these Terms shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the address specified in Booking Confirmation (see Key Contacts).
    2. Any notice shall be deemed to have been received: (i) if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and (b) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
    4. Save for any member of the Internova Travel Group, nothing in these Terms confers or purports to confer on any third party any benefit or any right to enforce any term of these Terms, pursuant to the Contract (Rights of Third Parties) Act 1999.
    5. If any provision (or part provision) of these Terms shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of these Terms shall not be affected.
    6. If either party should waive any breach of any of these Terms, that party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other Terms.
    7. The parties all expressly agree that the relationship hereby created is that of independent contractors which does not create any partnership or joint venture between the parties.
    8. These Terms, together with the Booking Confirmation sets out the entire agreement and undertaking between the parties in relation to the subject matter contained herein and supersedes all previous agreements, representations and understandings (both oral and written) between them in relation to the same.
    9. The parties agree that these Terms 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) («Dispute«) shall be governed by and construed in accordance with the laws of England and Wales.
    10. The parties agree that the courts of England and Wales shall have exclusive jurisdiction over any Dispute.