**THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11 (LIMITATION OF LIABILITY).**

1. Interpretation

1.1. The following definitions and rules of interpretation apply in these Conditions.

Additional security: any security services that the King’s Centre agrees to provide to the customer in writing from time to time.

Additional services: any services provided by the King’s Centre in relation to the event other than the services. Booking: the customer’s proposed booking of the services as set out in the booking enquiry form.

Booking enquiry form: the form which is completed by the customer stating the rooms the customer wishes to book and the services it wishes the King’s Centre to provide with other details of the customer’s order.

Business day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Catering services: the food preparation, cooking and waiting services (if any) to be provided by the King’s Centre to the customer for the event in the rooms on the function date as set out in the booking or as varied in writing between the king’s centre and the customer from time to time.

Chargeable delegates: has the meaning given in clause 6.1(c)(i)(d).

Charges: the charges payable by the customer for the supply of the services in accordance with clause 8

Commencement date: has the meaning given in clause 2.4.

Conditions: these terms and conditions as amended from time to time in accordance with clause 14.4.

Contract: the contract between the King’s Centre and the customer for the supply of services in accordance with these conditions.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases services from the King’s Centre.

Customer Default: has the meaning set out in clause 6.2.

Damage Deposit: has the meaning given to it in the quote.

Data protection legislation: the UK data legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Delegate: a person attending the event.

Deposit: has the meaning given to it in the quote.

Equipment: the equipment set out in the booking or such other in writing between the King’s Centre and the customer from time to time.

Losses: includes all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses

Order: the customer’s order for services as set out in the customer’s written acceptance of the quote.

Personal data: has the meaning set out in section 1(1) of the Data Protection Act 2018 and relates only to personal data, or any part of such personal data, in respect of which the customer is the data controller and in relation to which the king’s centre is providing services under the contract.

Premises: the king’s centre, osney mead, oxford, ox2 0es

Processing and process: have the meaning set out section 1(1) of the data protection act 2018

Quote: the quotation by the King’s Centre for the hire of the rooms and equipment and the services

Security: the security services for the event set out in the quote.

Services: the licence to use the rooms and equipment, the catering services and any other services set out in the quote.

The King’s Centre: The King’s Centre Limited is registered in England and Wales with company number 04953556.

1.2. The terms:

Damage Deposit, Deposit, End Time, Event, Event Date, Rooms, Room Layout, Service Times, and Start Time have the meaning given to them in the Booking Enquiry Form.
controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures have the meaning given to them in the UK Data Legislation.

1.3. A reference to a statute or statutory provision is a reference to it as amended or reenacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.4. 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.

1.5. A reference to writing or written includes fax and email.

2. BASIS OF CONTRACT

2.1. The Booking constitutes a request by the Customer for The King’s Centre to provide a Quote for the hire of the Rooms and Equipment and the Services in accordance with these Conditions.

2.2. The Quote constitutes an invitation to treat (and not an offer) by The King’s Centre to the Customer to make an offer to the hire Rooms and Equipment and purchase Services in accordance with these Conditions.

2.3. The Order constitutes an offer by the Customer to hire the Rooms and Equipment and purchase Services in accordance with these Conditions.

2.4. The Order shall only be deemed to be accepted when The King’s Centre issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).

2.5. Any samples, drawings, descriptive matter or advertising issued by The King’s Centre, and any descriptions or illustrations contained in The King’s Centre’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Rooms, Equipment and Services described in them. They shall not form part of the Contract or have any contractual force.

2.6. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.7. Any quotation given by The King’s Centre shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

3. LICENCE TO USE THE ROOMS AND EQUIPMENT

3.1. In consideration of the payment of the Charges by the Customer to The King’s Centre, The King’s Centre grants the Customer a licence to use the Rooms and Equipment between the Start Time and the End Time on the Event Date together with the right to access and egress the Rooms through the Premises on foot only for the Customer, its employees, agents, contractors and bona fide visitors to the Event.

3.2. The King’s Centre will set up the Rooms in the Room Layout before the Start Time.

3.3. The King’s Centre reserves the right to move the Event to another Room or to vary the Room Layout:

If necessary to comply with any applicable law or regulatory requirement or to carry out any emergency repair or maintenance work on the Premises; or
If the amendment will not materially affect the nature or quality of the Services.

3.4. The King’s Centre shall use its reasonable endeavours to provide the Security (and any Additional Security it has agreed to provide in writing) between the Start Time and the End Time.

3.5. The King’s Centre shall provide all Services it provides to the Customer under the Contract with reasonable care and skill.

4. CATERING SERVICES

4.1. The King’s Centre will supply the Catering Services at the Service Times on the Event Date.

4.2. The King’s Centre shall provide the Catering Services in accordance with food catering industry standard for hygiene and general cleanliness concerning:

the preparation and cooking of food;
the handling and service of food, beverages, utensils and tableware; and
in compliance with statutory and regulatory requirements affecting the preparation, cooking, handling and service of food.

5. ADDITIONAL SERVICES

5.1. If the Customer requests Additional Services, The King’s Centre may, but shall not be obliged to, supply such Additional Services.

5.2. By Additional Services this may mean equipment not normally kept on site, or the need for Audio Visual expertise. All additional equipment and additional personnel needs must be confirmed to The King’s Centre not later than 14 days before the event. As per clause 6.1 c (i) found below.

5.3. If The King’s Centre agrees to provide Additional Services, it will provide them with reasonable care and skill.

6. CUSTOMER’S OBLIGATIONS

The Customer shall:

Ensure that the completed Booking Enquiry Form and any other information it provides The King’s Centre is complete and accurate;
Co-operate with The King’s Centre in all matters relating to the Services and the Additional Services;
Provide The King’s Centre with such information and materials as The King’s Centre may reasonably require in order to supply the Services and any Additional Services and ensure that such information is complete and accurate in all material respects, in particular the Customer shall provide the following information
1. no later than 14 days before the Event confirm;
  1. the title of the Event;
  2. the full schedule of or programme for the Event;
  3. full details of the setup required: layout and equipment;
  4. the final number of Delegates that the Customer expects to attend the Event (Chargeable Delegates);
  5. arrangements for receiving the persons attending the Event;
  6. any special dietary requirements, if applicable;
  7. any signs or notices that the Customer requires on the Premises; and
  8. the time the Customer (or its representatives) will arrive on the Event Date;
  9. the name and contact details who will co-ordinate the Event for the customer on the Event Date;
  10. details of any deliveries that the Customer will make for the Event
Obtain and maintain all necessary licences, permissions and consents which may be required for the Services and the Additional Services before the date on which the Services and the Additional Services are to start;
Comply with all applicable laws, including health and safety laws;
Ensure that the persons attending the Event behave in a polite and reasonable manner to The King’s Centre and its staff or agents during the Event;
Ensure that the Event does not continue beyond the End Time;
Ensure it does not use any open flames, smoke machines or special effect devices without the prior written consent of The King’ Centre;
Not make any alterations to the structure, fittings and furnishings or decoration of the Premises
Not attach anything to any part of the Premises using blue-tac, white-tac, drawing pins, tape or other adhesive;
Ensure that all electrical equipment brought in to be used on the Premises has been PAT tested;
Shall not hire any catering without the prior written consent of The King’s Centre;
Not use the Rooms or the Premises (or any part of them) for any activities which are dangerous, noxious, illegal or immoral or which are or may become a nuisance to The King’s Centre or the owner or occupier of any neighbouring property;
Not do anything which might invalidate any insurance maintained by The King’ Centre in respect of the Premises or which the Customer is aware, or which might increase the insurance premium payable for the Premises;
Not damage or permit any person attending the Event to damage the Rooms or any other part of the Premises;
Remove all its goods and materials from the Rooms and leave all Rooms in a clean and tidy condition;
Comply with The King’s Centre’s Green Travel Policy

6.2. If The King’s Centre’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

without limiting or affecting any other right or remedy available to it, The King’s Centre shall have the right to suspend the performance of the Services and the Additional Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays The King’s Centre’s performance of any of its obligations;
The King’s Centre shall not be liable for any Losses sustained or incurred by the Customer arising directly or indirectly from the Customer’s failure or delay to perform any of its obligations as set out in this clause 6.2; and
the Customer shall reimburse The King’s Centre on written demand for any Losses sustained or incurred by The King’s Centre arising directly or indirectly from the Customer Default.

7. DAMAGE

7.1. The Customer shall indemnify the King’s Centre against all Losses it suffers and the cost of repairing all damage, which may be done to the Rooms or other parts of the Premises and the cost of repairing or, if necessary, replacing aby fixtures, fittings furniture or other moveable effects thereon damaged or destroyed, arising through or in the course of the hiring period and against the cost of making good, repairing and replacement thereof. The King’s Centre shall be sole judges of the nature and amount of any damage done or Losses suffered. The Customer is also responsible for any contractors or sub-contractors in connection with the Event and shall indemnify the King’s Centre in respect of the cost of repair of any damage and in respect of any liability to third parties or otherwise arising out of the use of the Premises for the Event.

7.2. The Customer shall indemnify the King’s Centre against all costs, claims, expenses, demands, actions or proceedings, in respect of any damage to, or loss, theft or removal, of property in the Premises belonging to any person other than the King’s Centre and any loss or damage suffered or sustained by any person in consequence of the death or injury of any person howsoever or by whomsoever caused, which shall occur whilst such property or such person is in or upon or entering or leaving the Premises or arise from any accident or occurrence which shall occur while such person is in, or on, any part of the Premises during the Event pursuant to the Contract or in any other way in connection with the hiring and the Event.

7.3. The Customer shall indemnify and keep indemnified the King’s Centre and its officers and servants from and against all costs, actions, expenses, claims, proceedings, losses, damages and demands whatsoever and howsoever arising directly or indirectly from, or in consequence of, the non-observance or non-performance of any of the Conditions by the Customer or by any person entering, or being in the Premises or any part thereof pursuant to the hire, which the Customer shall use or have the right to use, at any time during the Event or by any act or omission by the Customer or anyone acting for him.

7.4. The Customer shall pay any Damage Deposit required to The King’s Centre on or before the Commencement Date.

7.5.Following the Event, the Customer shall forfeit, and The King’s Centre may apply, such part of the Damage Deposit as is reasonably necessary to pay:

any claim The King’s Centre has under clauses 7.1, 7.2 and 7.3; or
any part of the Charges which have not been paid by the Customer.

8. DEPOSIT, CHARGES AND PAYMENT

8.1. The Charges for the Services and the Additional Services shall be calculated as follows:

the Charges for the hire of the Rooms shall be those charges set out in the Quote;
the Charges for the hire of the Equipment shall be those charges set out in the Quote and, where The King’s Centre agrees to provide additional Equipment for the Event not included in the Quote, The King’s Centre’s standard rate for such Equipment shown in its price list at the Commencement Date;
the Charges for any Additional Services shall be the standard rate for those Additional Services shown in its price list at the Commencement Date;
the Charges for any Additional Security shall be those charges set out in the Quote or otherwise agreed by The King’s Centre and the Customer for such Additional Security in writing; and
the Charges for the Catering Services shall be those charges set out in the Quote and, where The King’s Centre agrees to:
1. provide a greater quantity of food or beverages than is set out in the Quote, The King’s Centre’s standard rate per person for such food or beverages; and
2. changes the type of food or beverages or its choice of menu from those set out in the Quote, The King’s Centre’s standard rate for such food or beverages.

8.2. The King’s Centre may invoice the Customer for the Charges (less the Deposit (if any)) at any time.

8.3. Bookings are only confirmed when the contract is signed and returned to The King’s Centre and the deposit invoice paid in full.

8.4. The Customer must pay the Deposit invoice within 30 days of receiving the Deposit invoice.

8.5 The Customer shall pay the final invoice submitted by The King’s Centre:

within 30 days of the date of the invoice;
and no later than 7 days before the Event.

8.6. Full charges, per the contract, to be invoiced and paid by 7 days prior to the event. Any adjustments to requirements after that invoice is issued, either prior to the event or on the day of the event, will be covered by a later invoice, to be paid in full by 14 days after the event.

8.7. All payments made by the Customer in accordance with the Contract shall be made in full and in cleared funds to a bank account nominated in writing by The King’s Centre.

8.8. Time shall be of the essence in terms of payment under the Contract.

8.9. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by The King’s Centre to the Customer, the Customer shall, on receipt of a valid VAT invoice from The King’s Centre, pay to The King’s Centre such additional amounts in respect of VAT as are chargeable for the use of the Rooms or on the supply of the Services and the Additional Services at the same time as payment is due for the use of the Rooms or for supply of the Services and the Additional Services.

8.10. If the Customer fails to make a payment due to The King’s Centre under the Contract by the due date, then, without limiting The King’s Centre’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.10, will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

8.11. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. CUSTOMER MATERIALS

The Customer grants The King’s Centre a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify any materials provided by the Customer to The King’s Centre for the term of the Contract for the purpose of providing the Services and the Additional Services to the Customer.

10. DATA PROTECTION AND DATA PROCESSING

Both parties will comply with all applicable requirements of the UK Data Legislation. This clause 10 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the UK Data Legislation. In this clause 10, UK Data Legislation means (for so long as and to the extent that they apply to The King’s Centre) the UK GDPR and the Data Protection Act 2018.

10.2. The Customer and The King’s Centre acknowledge that for the purposes of the UK Data Legislation, the Customer is the controller and The King’s Centre is the processor.

10.3. Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to The King’s Centre for the duration and purposes of the Contract.

10.4. Without prejudice to the generality of clause 10.1, The King’s Centre shall, in relation to any personal data processed in connection with the performance by The King’s Centre of its obligations under the Contract:

process that personal data only on the documented written instructions of the Customer unless The King’s Centre is required by UK Data Legislation to otherwise process that personal data. Where The King’s Centre is relying on UK Data Legislation as the basis for processing personal data, The King’s Centre shall promptly notify the Customer of this before performing the processing required by the UK Data Legislation unless those UK Data Legislation prohibit The King’s Centre from so notifying the Customer;
ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
not transfer any personal data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
1. the Customer or The King’s Centre has provided appropriate safeguards in relation to the transfer;
2. the data subject has enforceable rights and effective legal remedies;
3. The King’s Centre complies with its obligations under the UK Data Legislation by providing an adequate level of protection to any personal data that is transferred; and
4. The King’s Centre complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a personal data breach;
at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause 10.

10.5. The King’s Centre may only appoint a third-party processor of personal data under this agreement if the Customer is provided with an opportunity to object to the appointment of each subcontractor within 10 Business Days of The King’s Centre providing the Customer with full details regarding each subcontractor. The King’s Centre confirms that it will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business which the Supplier confirms reflect and will continue to reflect the requirements of the UK Data Legislation.

11. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

11. 1. Nothing in the Contract shall limit or exclude The King’s Centre’s liability for:

Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
Fraud or fraudulent misrepresentation; or
Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

11.2. Subject to clause 11.1, The King’s Centre shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of or damage to goodwill; and
any indirect or consequential loss.

11.3. Subject to clause 11.1, The King’s Centre’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 150% of the total Charges paid under the Contract.

11.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.5. This clause 11 shall survive termination of the Contract.

12. TERMINATION

12.1. Without affecting any other right or remedy available to it, the Customer may terminate the Contract by giving The King’s Centre not less than 14 days’ written notice.

12.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.3. Without affecting any other right or remedy available to it, The King’s Centre may terminate the Contract with immediate effect by giving written notice to the Customer if:

the Customer fails to pay the Deposit:
1. where the date of the Event is within two weeks of the Commencement Date, on receipt of The King’s Centre’s invoice for it;
2. where the date of the Event is less than three months after the Commencement Date, within 10 days of the date of The King’s Centre’s invoice for it;
3. where the date of the Event is more than three months after the Commencement Date, within 30 days of the date of The King’s Centre’s invoice for it;
the Customer fails to pay the full amount due by 7 days before the date of the Event;
the Customer fails to pay any amount due under the Contract on the due date for payment; or
there is a change of control of the Customer.

12.4. Without affecting any other right or remedy available to it, The King’s Centre may suspend the supply of Services and the Additional Services under the Contract or any other contract between the Customer and The King’s Centre if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.2(b) to clause 12.2(d), or The King’s Centre reasonably believes that the Customer is about to become subject to any of them.

13. CONSEQUENCES OF TERMINATION

13.1. The Customer acknowledges and recognises that The King’s Centre:

may refuse other bookings of the Rooms to accommodate the Event;
may need to hire additional equipment or engage additional staff in advance of the
Event to meet the Customer’s requirements for the Event; in relation to the Catering Services
1. needs to purchase food and other consumables in advance of the Event;
2. at the time of a cancellation or reduction in the number of persons attending the Event, may have already purchased the food and other consumables and may not be able to use the food for any other function, or the food may not be appropriate for any other function that The King’s Centre is catering;
3. food will deteriorate or become unfit for human consumption if not used by a particular date or by any given ‘use by’ dates; and
4. food bought by The King’s Centre cannot normally be returned to The King’s Centre

13.2. On termination of the Contract:

the Customer shall forfeit the Deposit and the Damage Deposit;
the Customer shall immediately pay to The King’s Centre all of The King’s Centre’s outstanding unpaid invoices and interest
in respect of Charges for which no invoice has been submitted, The King’s Centre may submit an invoice, which shall be payable by the Customer immediately on receipt, for the following proportions of the Charges less the Deposit and the Damage Deposit (if any) paid by the Customer:
1. if notice of termination of the Contract is received by The King’s Centre more than 30 days before the Event Date, 25% of the Charges;
2. if notice of termination of the Contract is received by The King’s Centre between 30 days and 15 days before the Event Date, 50% of the Charges; or
3. if notice of termination of the Contract is received by The King’s Centre 14 days or less before the Event Date, 100% of the Charges.

13.3. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14. GENERAL

14.1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including:

acts of God, flood, drought, earthquake or other natural disaster;
epidemic or pandemic;
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;
nuclear, chemical or biological contamination or sonic boom;
any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
collapse of buildings, fire, explosion or accident;
any labour or trade dispute, strikes, industrial action or lockouts;
(non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (i) interruption or failure of utility service (with the exception of Wi-Fi).

14.2. Assignment and other dealings.

The King’s Centre may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of The King’s Centre.

14.3. Entire agreement.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.

14.4. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.5. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.6. Severance. If any provision or part-provision of the Contract 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 shall not affect the validity and enforceability of the rest of the Contract.

14.7. Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Booking.
Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

14.8. Third party rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Terms and Conditions

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11 (LIMITATION OF LIABILITY).