These are the terms and conditions covering V&A Corporate Events.
A PDF of these terms can also be downloaded:
Agreed Terms
1. Interpretation
1.1. Unless the context otherwise states or requires the terms defined under Client Details and Event Details above shall have the meanings given to them there when used in Agreement and all capitalised words used in this Agreement shall have the meanings set out below:
“Agreement” means this Agreement between V&A Enterprises and Client and any other documents expressly incorporated by reference.
“Client Attendees” means all of the Client’s staff, agents, contractors (including all providers of Event Services) and Event Guests attending the Event but excluding any staff or contractors of V&A Enterprises or the V&A.
“Client Event Materials” means all Client and third party advertising or promotional material displayed or distributed at the Event by Client Attendees including signage, posters, leaflets, table decorations, table/place markers, gifts and their packaging.
“Commencement Date” means the date on which the last of V&A Enterprises and Client sign this Agreement.
“Control” in relation to the Client means the power of a person to secure that the affairs of the Client are conducted in accordance with the wishes of that person: (a) by means of the holding of shares, or the possession of voting power, in or in relation to the Client or any other body corporate; or (b) as a result of any powers conferred by the articles of association or any other document regulating the Client or any other body corporate, and a “Change of Control” occurs if a person who controls any body corporate ceases to do so or if another person acquires Control of it.
“Deposit” means 50% of the Agreed Fee.
“Event” means an event corresponding with the Event Description that takes place in the Location from the Start Time until the End Time.
“Event Areas” means (a) the Location; (b) the Agreed Entrance and Exits; (c) reasonable toilet facilities; (d) any other parts of the Museum that V&A Enterprises expressly agreed in writing may be used for the Event; and (e) reasonable access to and from (b) to (d) above.
“Event Date” means the date (or dates) on which the Start Time and the Finish Time occur(s).
“Event Guests” means those people invited by the Client to attend the Event but excluding those of the Client’s contractors retained to provide Event Services and any staff, agents or contractors of V&A Enterprises or the V&A.
“Event Period” means the period on the Event Date during which any Client Attendees remain within the Museum or its immediate vicinity.
“Event Schedule” means a schedule produced by the Client in accordance with Clause 5.3 below that includes all details concerning the Event including all proposed Event Services, activities, speakers, timings, fire risks, temporary structures or fixings, supports for heavy-equipment, ground protection.
“Event Services” means the provision of all catering, food and beverages, entertainment, production, flowers, decoration and design services undertaken at the Event.
“Force Majeure Circumstances” means circumstances (including pandemics) beyond the reasonable control of a party affected by the Force Majeure Circumstance which were not reasonably anticipated to arise on the date on which the Agreement came into force and which make performance of the Agreement impossible or substantially different or more difficult from that contemplated by the parties on the date on which the Agreement came into force provided that the mere unavailability or unwillingness of the Client or any Client Attendees to attend the Event (whether anticipated or not) shall never be regarded as a Force Majeure Circumstance. For the avoidance of doubt, compliance with UK Government legislation, advice or guidance that is substantially different from that in force on the date on which the Agreement came into force and which make performance of this Agreement impossible or substantially different or more difficult from that contemplated by the parties on the date on which the Agreement came into force will be deemed to be Force Majeure Circumstances.
“Intellectual Property Rights” or “IPRs” means all present and future rights conferred by statute, common law or equity in any territory in or in relation to copyright, trade marks, designs, patents, database, business and domain names and inventions and all rights of a similar nature whether or not registrable, registered or otherwise protectable and all applications therefor for the full period of such rights, including any renewals, revivals and extensions, and all related rights and causes of action which may accrue in respect of the said rights and related rights at any time.
“Invitations” means all invitations and e-invites for the Event.
“Museum” means the museum known as the Victoria and Albert Museum located in South Kensington, London, which is operated by the V&A.
“V&A” means The Board of Trustees of the Victoria and Albert Museum, a body corporate established under the National Heritage Act 1983 to operate the Museum, based at the Victoria and Albert Museum, South Kensington, London, SW7 2RL, UK.
“V&A Approved Suppliers” means those approved providers of Event Services a list of whom is available from the V&A Corporate Events Office on request.
“VIP” means celebrities, politicians or anyone where it is reasonably likely that their attendance at the Event will generate press or media interest.
“Week” means a calendar business week Monday to Friday.
“Working Day” means any day from Monday to Friday on which banks in London are open for business.
1.2. In this Agreement unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(c) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(d) reference to one gender includes a reference to the other gender;
(e) a reference to writing or written includes fax and email; and
(f) condition headings do not affect the interpretation of these Terms and Conditions.
2. Confirmation of booking
2.1. In consideration of the Client’s payment of the Agreed Fee V&A Enterprises agrees to allow the Client to host the Event at the Museum in the Location upon the terms of this Agreement.
2.2. The Client’s booking for the Event will be treated as provisional until:
(a) both the Client and V&A Enterprises have signed a copy of this Agreement;
(b) the Client has paid the Deposit to V&A Enterprises in accordance with Clause 12.1 below; and
(c) V&A Enterprises subsequently confirms that the Deposit has been received (which it will do as soon as reasonably practicable).
3. The Event
3.1. The Client undertakes to V&A Enterprises and the V&A that throughout the Event Period it will not use the Museum or the Event Areas for any other purpose other than the Event.
3.2. The Client accepts that:
(a) During the Event Period, no Client Attendees may make any use of the Museum except for the Event Areas; and
(b) whilst the Client will have the exclusive use of the Location for the purposes of the Event from the Start Time until the End Time V&A Enterprises and the V&A reserve the right to use the rest of the Museum (including those parts of the Event Areas outside of the Location) for their own or third party use throughout the Event Period.
3.3. As soon as possible and at least 2 Weeks before the Event Date the Client shall send the Event Schedule to the V&A Corporate Events Office for approval (such approval not to be unreasonably withheld or delayed). For the avoidance of doubt, if the Event Schedule has not been approved 2 Weeks before the Event Date the Client accepts that any programme of activities planned for the Event will be at V&A Enterprises’ absolute discretion.
3.4. As soon as possible and at least 24 hours before the Event Date the Client shall provide the V&A Corporate Events Office with a final list of Client Attendees which will include details of all VIPs and in the event that any additional Client Attendees or VIPs are added to list after it has been provided to the V&A Corporate Events Office the Client shall update the V&A Corporate Events Office as soon as possible. This information will be treated in confidence. If any of the Client Attendees or VIPs are likely to be security-sensitive, the Client shall inform the V&A Corporate Events Office as soon as possible so that arrangements to meet additional security requirements can be made. Any such arrangements may, at V&A Enterprises’ discretion, be subject to an additional fee on a time and materials basis.
3.5. The Client accepts that subject to Clause 3.6 below Client Attendees will not be admitted to the Museum before the Start Time unless by prior agreement with the V&A Corporate Events Office.
3.6. Reasonable numbers of the Client’s staff, agents, contractors and V&A Approved Suppliers may be admitted to the Museum from 17:45 on the Event Date for the purpose of organising the Event where their details have been provided to the V&A Corporate Events Office at least 24 hours before the Event Date.
3.7. For security reasons:
(a) at least one representative from the Client (notified to the V&A Corporate Events Office at least 24 hours before the Event Date) must be present at the agreed entrance to the Museum throughout the Event Period to welcome and register Event Guests and supervise their departure from the Museum;
(b) the doors will not open until the person mentioned at (a) above is in position; and
(c) Event Guests will only be permitted access into the Museum at the agreed entrance to the Museum.
3.8. The Client undertakes to V&A Enterprises and to the V&A that at no time during the Event Period will the number of Event Guests present in the Museum exceed the Maximum Number of Permitted Attendees. The Client accepts that if it has reasonable grounds for believing that the Maximum Number of Permitted Attendees may be close to being exceeded it may impose a ‘one in one out’ scheme on the number of Event Guests given access to the Museum.
3.9. The Client undertakes to V&A Enterprises and to the V&A that throughout the Event Period:
(a) sound levels within the Location will not exceed 80 decibels;
(b) bass speakers will not be brought into the Museum or used;
(c) sound levels will be managed by a production company that will be a V&A Approved Supplier; and
(d) it will permit and assist the V&A Event Manager to monitor sound levels.
4. Cleaning up, restoration and reinstatement
4.1. The Client undertakes to V&A Enterprises and the V&A that the End Time, Finish Time and Contractor Finish Time will be strictly observed and, notwithstanding the generality of the foregoing the Client accepts and agrees that:
(a) no drinks or food will be served after the End Time;
(b) no music may be played or entertainment provided after the End Time;
(c) on and after the End Time it will use all reasonable endeavours to encourage Event Guests to leave the Museum; and
(d) on and after the End Time V&A Enterprises and its staff and contractors shall be entitled to encourage Event Guests to leave the Museum.
4.2. The Client agrees that if any of the Event Guests remain within the Museum after the Finish Time or any Client Attendees remain within the Museum after the Contractor Finish Time the Client shall pay V&A Enterprises an additional liquidated damages fee of £2,000.00 plus VAT in order to cover the additional costs incurred by V&A Enterprises.
4.3. The Client will be liable and responsible for ensuring that unless a special arrangement has been made with the V&A Corporate Events Office prior to the Event all of its plant, machinery and equipment and any plant, machinery and equipment of Client Attendees is removed from the Museum either:
(a) before 23.00 on the Event Date; or
(b) between 08:00 and 09:30 on the morning after the Event Date.
4.4. The Client agrees that if any of its plant, machinery and equipment and/or any plant, machinery and equipment of Client Attendees remains within the Museum after 09:30 on the morning after the Event Date, neither V&A Enterprises nor the V&A shall have liability for any damage or loss suffered by or occasioned to such plant, machinery and equipment
4.5. Where the Client’s responsibility set out in this Clause 4 are not completed to the satisfaction of V&A Enterprises then V&A Enterprises may remove such equipment, litter and waste and charge all costs and expenses incurred in so doing to the Client (such costs and expenses to be payable on demand).
4.6. Subject to Clause 4.7, the Client shall by 09:30 on the morning after the Event Date, at its expense restore and reinstate the Location to its full condition prior to the Event Date.
4.7. No repairs, restoration, or reinstatement (as required under this Agreement or on instruction from V&A Enterprises) must be attempted at or to the Museum (or any part of it) without the prior written consent of the V&A. V&A Enterprises reserves the right to undertake any such repairs, reinstatements or restorations itself and pass all costs incurred on to the Client, including (if necessary in the sole discretion of V&A Enterprises) the cost of specialist craftspeople or consultants.
4.8. In the case of works of art or other objects of value, the Client shall accept the decision of an expert appointed by agreement between the V&A and the Client (and in default of agreement by the current President of the Royal Institution of Chartered Surveyors) as to the reasonableness of the cost of making good or as to the amount of full compensation.
5. The Museum
5.1. Absolutely no changes, additions or alterations in or to the Event Areas or any part of the Museum (interior or exterior) and/or the contents thereof may be made except as have been agreed in writing in advance with V&A Enterprises, all of which shall be of a temporary nature only and strictly necessary for the purposes of the Event.
5.2. Except where expressly permitted by V&A Enterprises in writing:
(a) the Client shall not erect scaffolding, affix screws or nails to any building, structure or chattel in or at the Museum; and
(b) no equipment or structures of any kind may be erected on or attached to any part of the Museum or its contents nor may pegs, stakes or signs be driven into the ground for any reason
5.3. All proposals forming part of the Event Schedule approved by V&A Enterprises under Clause 3.3 above and V&A Enterprises must include assurances there will be no damage to the Museum including to (without limitation) buildings, ground disturbance or pressure on underground archaeological remains. For safety reasons, all structures or fixings must be erected in accordance with the appropriate British Standards and to V&A Enterprises’ satisfaction.
5.4. Exhibits, furniture, paintings, display cases or other contents in or at the Museum may not be moved without the prior written consent of V&A Enterprises, and then only by V&A Enterprises’ or the V&A’s staff or under their direct supervision and at the Client's additional cost.
5.5. Precautions must be taken to prevent damage to floors or floor coverings. Equipment may need rubber-tipped feet or protective boards underneath. Heavy work-boots or stiletto heels may be forbidden in particular areas. The Client must comply with any instructions given by V&A Enterprises (or on its behalf).
6. Client attendees
6.1. In accordance with the V&A’s licence for serving alcohol (a copy of which is available from the V&A Corporate Events Office on request):
(a) alcohol cannot be consumed by anyone under the age of 18;
(b) drinking games are prohibited during the Event Period; and
(c) individuals that, in the reasonable opinion of the staff of V&A Enterprises or the V&A, have had too much to drink will not be served alcohol.
6.2. The Client undertakes to V&A Enterprises and to the V&A that throughout the Event Period:
(a) alcohol will not be consumed by anyone under the age of 18;
(b) no drinking games will be played;
(c) Client Attendees will not drink excessive amounts of alcohol;
(d) Client Attendees will not be in possession of, or under the influence of, illegal drugs;
(e) Client Attendees will not engage in lewd, obscene, abusive, offensive, threatening, discriminatory, hateful, harmful or unlawful activity;
(f) all Client Attendees will treat the staff and contractors of V&A Enterprises and the V&A, and the staff of any V&A Approved Suppliers with courtesy and respect at all times
(g) the Client will actively co-operate co-0perate with the staff and contractors of V&A Enterprises, the V&A and V&A Approved Suppliers to ensure compliance with this clause 6.2.
6.3. The Client undertakes to V&A Enterprises and to the V&A that it will take full responsibility and accept full liability for the acts, omissions and behaviour of the Client Attendees throughout the Event Period.
6.4. V&A Enterprises reserves the right to bring the Event to an end before the End Time and remove from, or deny entry to, the Museum, some or all Client Attendees where activities occur on contravention of Clause 6.2 above and in the event of early termination of the Event pursuant to this clause, V&A Enterprises shall be entitled to retain the Agreed Fee in its entirety and no refund will be due to the Client.
7. Event services
7.1. The Client accepts that:
(a) all Event Services must be provided by V&A Approved Suppliers and, for the avoidance of doubt, the Client must not itself provide any Event Services;
(b) the Client is responsible for contracting with the providers of all Event Services and will be liable for all payments due to them;
(c) neither V&A Enterprises nor the V&A is liable to the Client or any Event Attendee for the acts or omissions of any V&A Approved Suppliers (or any other provider of Event Services involved with the Event other than V&A Enterprises or the V&A themselves); and
(d) the Client is liable to V&A Enterprises and the V&A for the acts and omissions of all V&A Approved Suppliers (and any other provider of Event Services involved with the Event) in relation to the Event as if they were the acts or omissions of the Client.
8. Invitations
8.1. The Client agrees that:
(a) all Invitations will refer clearly to the Agreed Entrances and Exits and End Time;
(b) in good time before the Client plans on printing or emailing them to Event Guests, proof copies of all Invitations shall be sent to the V&A Corporate Events Office for approval;
(c) no Invitations shall be sent to Event Guests until they have been approved by the V&A Corporate Events Office (such approval not to be unreasonably withheld or delayed);
(d) a final copy of all Invitations shall be provided to the V&A Corporate Events Office file reference; and
(e) for security reasons it will be a condition of entry into the Museum for all Event Guests that they bring or show their Invitations.
9. Client event material
9.1. The Client agrees that:
(a) as soon as possible and at least 2 Weeks before the Event Date all Client Event Materials shall be sent to the V&A Corporate Events Office for approval; and
(b) no Client Event Materials shall be brought into the Museum until they have been approved by the V&A Corporate Events Office (such approval not to be unreasonably withheld or delayed).
10. Museum references
10.1. The Client is entitled to refer to the name of the Museum as the location for the Event but undertakes to V&A Enterprises and the V&A that:
(a) it will not under any circumstances use the Museum’s name/logo, reputation to promote its own activities; and
(b) the Museum’s logo will not be used in the Invitations or the Client Event Material.
10.2. Except as expressly permitted in this Agreement, the Client shall have no rights, nor will it acquire any intellectual property rights in respect of any trade-names, logos, goodwill, copyright, registered and unregistered trademarks or any similar rights owned or used by the V&A Enterprises or the V&A.
11. V&A Enterprises’ rights and obligations
11.1. In consideration of the Client’s obligations under this Agreement V&A Enterprises agrees to:
(a) provide the Client and Client Attendees with reasonable access to the Event Areas for the sole purpose of hosting the Event in accordance with the Event Schedule approved by V&A Enterprises under Clause 3.3 above;
(b) provide reasonable house lighting (but not additional atmospheric lighting) within the Event Areas; and
(c) provide reasonable security for the Event in accordance with its standard procedures.
(d) provide reasonable cleaning after an event (but the Event Spaces must be left as they were found by the Client and Client Attendees).
11.2. The Client accepts that V&A Enterprises is unable to control the temperature within the Museum. The Client is advised that the temperature in some parts of the Museum (which may include Event Areas) can be low in winter months.
11.3. V&A Enterprises reserves the right to:
(a) substitute alternative accommodation of a similar standard to the Location for the Event at any time without prior notice and without liability to the Client;
(b) insist on the immediate departure of any Client Attendee from the Museum if V&A Enterprises considers that the conduct or behaviour of that person is unacceptable; and
(c) enter any part of the Event Area at any time during the Event Period and interrupt or terminate the Event if they believe that the Museum’s structure or collection is at risk of damage or the safety of the Client Attendees or other persons is at risk. In such circumstances, V&A Enterprises will not be responsible for any loss the Client or the Client Attendees may suffer.
11.4. V&A Enterprises accepts no responsibility for any items or articles brought to the Museum by any Client Attendee or for any item or articles left at the Museum following the conclusion of the Event. V&A Enterprises shall have the right to remove and discard anything left at the Museum after 09:30 on the morning after the Event Date.
11.5. V&A Enterprises is unable to provide:
(a) on-site parking facilities;
(b) coach parking facilities adjacent to the Museum; or
(c) assistance with carrying/transporting equipment.
12. Payments
12.1. The Client shall send a bank transfer or cheque, made payable to V&A Enterprises Limited, for the Deposit upon this signing of this Agreement and the Client accepts that where the Client terminates under Clause 14.3 (Termination for Cause) below the Deposit is a non-refundable, non-returnable advance against the Agreed Fee.
12.2. The Client shall send a bank transfer or cheque, made payable to V&A Enterprises Limited, for the balance of the Agreed Fee (taking into account the Deposit) in good time so that the all funds have cleared by a date not later than two Weeks before the Event Date failing which the Event will be cancelled and this Agreement shall terminate.
12.3. The Client shall in addition pay to V&A Enterprises such sums as V&A Enterprises invoices the Hirer following the Event in respect of any other additional charges attributable to the Event (including in particular for rectification of any damage to the Museum or its contents). Such payment is to be made within 30 days of receipt by the Client of the invoice.
12.4. Unless expressly stated to be inclusive of VAT all payments are exclusive of VAT which is payable (where relevant) by the Client.
12.5. If any sum under the Agreement is not paid by the final date for payment then, without prejudice to the parties' other rights under the Agreement, that sum shall bear interest from the due date until payment is made in full at 4% per annum above the base rate of Barclay’s Bank plc from time to time.
12.6. V&A Enterprises shall accept and process for payment an electronic invoice submitted for payment by the Client where the invoice is undisputed and where it complies with the European standard on electronic invoicing and any of the syntaxes published in Commission Implementing Decision (EU) 2017/1870.
13. Representations, warranties and undertakings
13.1. The Client hereby warrants, undertakes and agrees with V&A Enterprises and the V&A that:
(a) it shall at all times ensure the proper and careful use of the Museum and shall not do or permit or suffer to be done upon the Museum any act or thing which may damage the Museum or any neighbouring site or which may be or become a nuisance, annoyance or disturbance to V&A Enterprises, the V&A or to the occupiers of any neighbouring site;
(b) use the Event Areas so that they are at all times throughout the Event maintained in a clean, tidy and safe condition and that all waste and litter shall be removed by the Client in accordance with the terms of this Agreement;
(c) it shall as soon as reasonably possible and in any event within 6 hours of any such damage occurring notify V&A Enterprises of any damage to the Museum or to any neighbouring site or to any objects, contents or fittings in or at the Museum and shall at the option of the V&A Enterprises either make good such damage to the satisfaction of the V&A (ensuring that all steps taken in this regard are approved in advance by the V&A) or meet the full cost of making good in accordance with the provisions of Clause 4.5;
(d) it will comply with any conditions imposed by any consent or permission that has been obtained for the purposes of this Agreement;
(e) the Client shall, and shall procure that all Client Attendees shall:
(i) comply with all relevant statutes, by-laws, regulations, health and safety requirements, applicable codes of practice (whether issued by V&A Enterprises, the V&A or otherwise), fire regulations and other matters affecting the Museum or the Event (whether referred to expressly in this Agreement or not);
(ii) observe at all times any reasonable restrictions or conditions which V&A Enterprises or the V&A (or any other authorised representative of them) wish to impose in relation to any matter concerning the Event including (without limitation) access, supplies, movement of vehicles and routing of power leads;
(iii) comply with all guidelines relating to, in particular (but without limitation), power supply and lighting, fire safety precautions and precautions against causing damage that are supplied by V&A Enterprises from time to time and which are relevant to the Museum; and
(iv) keep safe and free from damage or loss any objects in and fabric of the buildings at the Museum; and
(f) it shall not contact the police, local fire, and/or rescue authorities, local government bodies (including environmental health) in relation to the Event at any time in advance of the Event without the prior written consent of V&A Enterprises but it shall follow promptly any recommendations from the police, local fire, and rescue authorities, local government bodies (including environmental health) in relation to the Event on whether given by them directly or through V&A Enterprises and supply evidence that this undertaking has been fulfilled to V&A Enterprises on request.
13.2. The Client shall perform all necessary risk assessments for all activities due to be conducted at the Venue as part of the Event and shall provide such risk assessments to V&A Enterprises upon request.
14. Postponement, cancellation and termination policy
14.1. Subject to other provisions of this Clause 14, this Agreement shall come into effect on the Commencement Date and shall continue in force thereafter up to and including the date on which all obligations of the Client have been completed to the full satisfaction of V&A Enterprises.
14.2. V&A Enterprises may terminate this Agreement at any time by giving written notice to the Client if the Client has not paid the Deposit to V&A Enterprises in accordance with Clause 12.1 above.
14.3. Either Party may terminate this Agreement forthwith by written notice if:
(a) the other Party is in material breach of any of the provisions of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of receiving a written request from the other Party to do so;
(b) the other Party convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or of any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
(c) the other Party has a trustee, receiver, administrative receiver or manager or other similar officer appointed in respect of any material part of its business or assets (except for the purpose of amalgamation or reconstruction while solvent and in such case the entity resulting therefrom agrees to be bound by or assume the obligations imposed on the Party under this Agreement);
(d) Any steps are taken for the winding up of the other Party or for the making of an administration order in respect of that other Party (including the presentation of a petition or the convening of a meeting for the purpose of considering a winding up resolution or the making of an administration order);
(e) the other Party ceases or threatens to cease to carry on business; or
(f) the other Party is directly involved in any impropriety within its reasonable control which could reasonably be demonstrated by the Party seeking to terminate the Agreement to have caused detrimental publicity to that Party’s business;
(g) an allegation of serious criminal behaviour is made against the other Party or one or more of its directors and an investigation into the activities of that Party is commenced by the relevant police or public authorities;
(h) criminal proceedings (other than a private prosecution) are commenced against the other Party; or
(i) the other Party or any of its directors makes a public admission that it has/they have, or may have, engaged in criminal behaviour.
14.4. V&A Enterprises shall also have the right to terminate the Agreement under Clause 28.1 (Change of Control) and Clause 17 (Force Majeure).
14.5. If the Event is postponed, cancelled or terminated by the Client for any reason other than in accordance with Clause 17 (Force Majeure) or if the V&A terminates this Agreement or cancels the Event under Clauses 6.4 (Client/Guest Behaviour), 14.3 (Termination for Cause) or 28.1 (Change of Control):
(a) 25% of the Agreed Fee will be payable to and retained by V&A Enterprises if this occurs 12 Weeks or more before the Event Date;
(b) 50% of the Agreed Fee will be payable to and retained by V&A Enterprises if this occurs 8 to 12 Weeks before the Event Date;
(c) 75% of the Agreed Fee will be payable to and retained by V&A Enterprises if this occurs 4 to 8 Weeks before the Event Date; and
(d) 100% of the Agreed Fee will be payable to and retained by V&A Enterprises if this occurs less than 4 Weeks before the Event Date.
15. Liability and insurance
15.1. The Client agrees to indemnify and keep indemnified V&A Enterprises and the V&A against all actions, claims, proceedings, demands, liabilities, losses, damages, costs and expenses whatsoever by whomsoever made and howsoever arising or paid by or awarded against the V&A Enterprises or the V&A in respect of or caused directly or indirectly by:
(a) the neglect or fault of the Client or any Client Attendees;
(b) any breach by the Client of any of its obligations under this Agreement;
(c) V&A Enterprises’ enforcement of any terms of this Agreement;
(d) the use of the Museum by the Client; or
(e) the Event.
15.2. The Client hereby agrees and acknowledges that the V&A Enterprises, any contractors or staff of V&A Enterprises or the V&A, shall not be liable for:
(a) any damage, loss, delay or expense incurred by the Client, the Client Attendees or any other person connected with the Event, except for death or personal injury resulting from the negligence of V&A Enterprises or any contractors or staff of V&A Enterprises or the V&A;
(b) any national insurance, personal income tax, value added tax or other tax liability which may arise out of the Client’s obligations under this Agreement; or
(c) damage, theft or loss of any goods, articles, possessions, objects or similar things used, kept or left in, on or at the Museum.
15.3. The Client must, at the earliest opportunity, notify V&A Enterprises of any claim, dispute, action or summons in connection with the Event and must provide such details as V&A Enterprises may require. If it appears likely that the V&A Enterprises and/or the V&A may be joined in any proceedings, then the Client:
(a) must not settle or compromise any such proceedings without V&A Enterprises’ prior written consent;
(b) must keep the V&A Enterprises informed of the progress of such proceedings; and
(c) will indemnify V&A Enterprises and the V&A against any liability in respect of such proceedings.
15.4. The Client is required to effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover equal or in excess of £2 million in respect of all risks which may be incurred by the Client during the Event Period including negligence in respect of death or personal injury, loss of or damage to property and damage to or loss of tangible property, including the Museum premises and items from the V&A’s collection.
15.5. Save as expressly stated elsewhere in the Agreement and except as regards liability for death or personal injury caused by its negligence, neither party shall be liable to the other for consequential loss or damage, loss of revenue, opportunity or contract or goodwill.
16. V&A and V&A Enterprises
16.1. For the avoidance of doubt, Client acknowledges that V&A Enterprises sometimes retains staff and provides services through the V&A. The obligations of V&A Enterprises under this Agreement may therefore be satisfied through the V&A and Client accepts that the V&A shall have the same rights against Client under this Agreement as V&A Enterprises.
16.2. Notwithstanding any subcontracting of the obligations of V&A Enterprises from V&A Enterprises to the V&A, V&A Enterprises shall remain liable to Client for all acts or omissions of the V&A as if they were the acts or omissions of V&A Enterprises.
17. Force majeure
17.1. Subject to Clause 17.2 below, neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from Force Majeure Circumstances. The party affected by such Force Majeure Circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances are reasonably likely to occur on the Event Date V&A Enterprises may terminate this Agreement by written notice to the Client.
17.2. If V&A Enterprises terminates this Agreement under Clause 17.1 any part of the Agreed Fee (including any Deposit) already paid to V&A Enterprises by the Client will be refunded less:
(a) any third party costs or expenses already incurred or committed to as at the date of termination; and
(b) an administration charge of 5% of the Agreed Fee to cover the internal costs of the cancellation.
17.3. For the avoidance of doubt, except as provided at Clause 17.2 above the Client shall not be entitled to recover any direct loss and/or expense (including Deposits or other Agreed Fee payments) where and to the extent that the Event is delayed, affected or suspended in consequence of a Force Majeure Circumstance.
18. Freedom of Information Act 2000 (“FOIA”)
18.1. The Client acknowledges that the V&A and V&A Enterprises are subject to the requirements of the FOIA, the Environmental Information Regulations 2004 (“EIR”) and other disclosure requirements of a similar nature and shall assist and cooperate with the V&A and V&A Enterprises to enable them to comply with their information disclosure obligations under the same.
18.2. The Client shall and shall ensure that its employees, agents, sub-contractors and any other representatives shall:
(a) transfer any request for Information (as defined within the FOIA or other relevant rules or regulations) under the FOIA, or the EIR FOIA or other relevant rules or regulations (a “Request for Information”) to the V&A and/or V&A Enterprises (as appropriate) as soon as practicable after receipt and in any event within two business days of receiving a Request for Information;
(b) provide the V&A and/or V&A Enterprises (as appropriate) with a copy of all Information in its possession or power in the form that the V&A and/or V&A Enterprises (as appropriate) requires within five business days (or such other period as the V&A and/or V&A Enterprises (as appropriate) may specify) of t the V&A and/or V&A Enterprises (as appropriate) requesting that Information; and
(c) provide all necessary assistance as reasonably requested by the V&A and/or V&A Enterprises (as appropriate) to respond to a Request for Information within the time for compliance set out in section 10 of FOIA or regulation 5 of EIR FOIA or otherwise in the relevant rules or regulations.
18.3. The V&A and/or V&A Enterprises (as appropriate) shall be responsible for determining whether any Information:
(a) is exempt from disclosure in accordance with the provisions of FOIA, EIR or the other relevant rules or regulations; and/or
(b) is to be disclosed in response to a Request for Information.
18.4. The Client acknowledges that the V&A and/or V&A Enterprises (as appropriate) may be obliged under the FOIA, EIR or other relevant rules or regulations to disclose Information, in some cases even where that Information is commercially sensitive provided that the V&A and/or V&A Enterprises (as appropriate) take reasonable steps, where appropriate, to give the Client advanced notice, or failing that, to draw the disclosure to the Client's attention as soon as practicable after any such disclosure
19. Relationship between the Parties
Nothing in this Agreement shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between V&A Enterprises and the Client. The Client shall have sole responsibility for the wages, taxes etc payable to the staff and hereby indemnifies V&A Enterprises against any liabilities relating to their employment (including any liabilities under The Transfer of Undertakings (Protection of Employment) Regulations 2006).
20. Confidentiality
20.1. Subject to Clause 20.2 below each of the Parties (“the Receiving Party”) shall keep in strict confidence all sensitive or commercial information, know-how, marketing opportunities, projects, processes or initiatives which are of a confidential nature and have been disclosed to them by the other Party (“the Disclosing Party”) or its agents and any other confidential information concerning the Disclosing Party’s business which the Receiving Party may obtain (together “Confidential Information”) and the Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Receiving Party’s obligations to the Disclosing Party and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Receiving Party.
20.2. The Receiving Party may disclose Confidential Information to the minimum extent required by:
(a) an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;
(b) the rules of any listing authority or stock exchange on which its shares are listed or traded; or
(c) the laws or regulations of any country to which its affairs are subject provided that before the Receiving Party discloses any Confidential Information pursuant to this Clause 20.2 it shall, to the extent permitted by law, use all reasonable endeavours to give the Disclosing Party as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with this Clause 20.2, the Receiving Party shall take into account the reasonable requests of the Disclosing Party in relation to the content of this disclosure.
21. Data protection
The Client shall (and shall ensure that all of its personnel and sub-contractors shall) comply with the requirements of the Data Protection Act 2018 (and related legislation) arising in respect of data processed in relation to performing its obligations under this Agreement or otherwise in connection with the Agreement.
22. Transparency
The Client acknowledges that the United Kingdom Government's transparency agenda requires that certain contracts (which may include this Agreement) and tender documents are published on a designated, publicly searchable website. The Client acknowledges that, except for any information which is exempt from disclosure in accordance with the provisions of FOIA, the content of this Agreement is not Confidential Information. V&A Enterprises shall be responsible for determining in its absolute discretion whether any of the content of this Agreement is exempt from disclosure in accordance with the provisions of FOIA. Notwithstanding any other term of this Agreement, the Client hereby gives consent for V&A Enterprises to publish the Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted) including from time to time agreed changes to the Agreement, to the general public.
23. Discrimination
The Client shall not discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Client shall not discriminate within the meaning and scope of the Sex Discrimination Act 1975, the Race Relations Act 1976, the Equal Pay Act 1970, the Disability Discrimination Act 1995, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations 2006, the Equality Act 2006, the Human Rights Act 1998 or other relevant or equivalent legislation, or any statutory modification or re-enactment of the same. V&A Enterprises shall be entitled to terminate this Agreement immediately and to recover from the Client the amount of any loss resulting from a breach of this Clause 23.
24. Anti-bribery
The Client shall not, in the performance of its obligations under this Agreement, act in a manner that constitutes a breach of applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010. The Client shall comply with any policy or procedure governing anti-bribery imposed by V&A Enterprises and warrants that in providing the Goods and/or Services will not induce or improperly reward any third party, including any public official, to act improperly. For the purposes of this condition to act improperly shall be interpreted in accordance with the Bribery Act 2010. V&A Enterprises shall be entitled to terminate this Agreement immediately and to recover from the Client the amount of any loss resulting from a breach of this Clause 24.
25. Modern slavery and human trafficking
25.1. The Client represents and warrants to V&A Enterprises that neither the Client nor any of its officers, employees, subcontractors or agents other persons associated with it has been before the commencement of this Agreement or will be during the term of this Agreement:
(a) convicted of any offence involving slavery and human trafficking anywhere in the world; or
(b) the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
25.2. The Client shall implement due diligence procedures for its own suppliers, subcontractors, agents and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.
26. Anti-facilitation of tax evasion
26.1. The Client shall:
(a) not engage in any activity, practice or conduct which would constitute either:
(i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
(b) have and shall maintain in place throughout the term of this Agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Client) and to ensure compliance with Clause 26.1(a); and
(c) promptly report to V&A Enterprises any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of this Agreement.
26.2. The Client shall ensure that any person associated with the Client who is performing services and providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Client in this Clause 26. The Counterparty shall be responsible for the observance and performance by such persons of this Clause 26, and shall be directly liable to V&A Enterprises for any breach by such persons of any of this Clause 26.
26.3. Breach of this Clause 26 shall be deemed a material breach.
26.4. For the purposes of this Clause 26 the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person associated with the Client includes but is not limited to any subcontractor of the Client.
27. Notices
27.1. Any notice to be given by one party to the other under, or in connection with, this Agreement shall be in writing and signed by or on behalf of the party giving it. It shall be served by sending it by pre-paid recorded delivery, special delivery or registered post, to the relevant address below (or such other address as a party may notify in writing from time to time):
(a) For V&A Enterprises: V&A Enterprises contact at the end of this Agreement, Corporate Events Office, Victoria and Albert Museum, South Kensington, London, SW7 2RL, UK with a copy to the General Counsel at the same address; and
(b) For the Client: the Contact Person using the details and address given on the front page of this Agreement.
27.2. Any notice so served shall be deemed to have been duly given on the second business day following the date of posting.
28. Change of control
28.1. If the Client undergoes a Change of Control during the term of this Agreement the Client shall notify V&A Enterprises in writing as soon as possible and where V&A Enterprises, acting reasonably and in good faith, determines that the Change of Control:
(a) causes the V&A or V&A Enterprises to be in breach of any exclusivity or other restrictions under any other agreement; or
(b) has caused or is likely to cause the V&A or V&A Enterprises financial or reputational loss, damage or embarrassment
V&A Enterprises has the right to terminate the Agreement upon 28 days’ notice in writing to the Client.
28.2. If the Client undergoes a Change of Control during the term of this Agreement the Client undertakes to procure that the person that assumes Control over the Client shall continue to honour the Client’s obligations and V&A Enterprises’ rights under this Agreement.
29. Assignment and sub-contracting
The Client may not assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations under or pursuant to this Agreement, or sub-contract the performance of any of its obligations under or pursuant to this Agreement without the prior written consent of V&A Enterprises. The Client will not be relieved of any of its obligations and/or duties under this Agreement by virtue of V&A Enterprises agreeing in writing to the sub-contracting of any or all of its obligations and/or duties under the Agreement.
30. Third party rights
The parties agree that no term of the Agreement will be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999 provided that the V&A shall be entitled to enforce against the Client any provision of this Agreement that purports to confer any benefit upon it.
31. Severability
If any provision (or part of a provision) of this Agreement is held to be invalid or unenforceable, then such provision (or relevant part, as the case may be) shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions (or remaining part of any provision) of this Agreement.
32. Waivers
No failure or delay by any party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time.
33. Variation
No amendment or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of duly authorised representatives of each of the parties.
34. Entire agreement
This Agreement sets out the entire agreement and understanding between the parties in respect of the matters covered herein and supersedes any previous arrangement, understanding or agreement between the parties relating to the subject matter of this Agreement.
35. Further assurances
Each party shall (and shall procure that any necessary third parties shall) (at the other party’s cost) do all such acts and execute all such documents in a form satisfactory to the other party as the other party may from time to time request in order to carry out the purposes and intent of this Agreement.
36. Dispute resolution
36.1. If a dispute arises out of or in connection with this Agreement the parties will, following a written request from one to the other, attempt in good faith to resolve the dispute:
(a) through discussions between V&A Enterprises’ authorised representative and the Client’s Contact Person failing which;
(b) through discussions between the V&A Director of Development and the officer at the Client to whom the Contact Person reports.
36.2. No party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute through the discussions referred to above in Clause 36.1, and either the dispute has not been settled within two Weeks of the discussions detailed at condition Clause 36.1 above occurring or the other party has failed to participate in the discussions, provided that the right to issue proceedings is not prejudiced by a delay.
37. Counterparts
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same deed. No counterpart shall be effective until each party has executed at least one counterpart.
38. 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.
39. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).