Contract for Supply of Services

Contract for Supply of Services

 

This is a contract between NLA and the Customer for the provision of Services and comprises the Booking Form and the Terms and Conditions set out below.

This Contract does not apply in respect of the Customer’s (or any other person’s) membership of NLA, for which the applicable terms and conditions shall be as indicated on the booking form pertaining to such membership.

 

 

Terms and Conditions

 

1. Definitions and Interpretation

 

1.1 Definitions

In this Contract the following words and phrases shall have the meanings set out below:

  • Booking Form means the booking form issued to the Customer by NLA in respect of the Services;
  • Charges means the charges payable by the Customer for the supply of the Services by NLA, as set out in the Booking Form;
  • Customer means the customer to which the Booking Form is addressed;
  • Customer Materials means all materials and information, including, where relevant, any sponsorship related materials and information, supplied by the Customer to NLA;
  • Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its representatives in connection with this Contract;
  • Contract means the contract between the Customer and NLA for the supply of the Services, comprising the Booking Form and these Terms and Conditions;
  • Data Protection Legislation means all applicable UK data protection legislation including the Data Protection Act 2018 and the retained GDPR;
  • Event means any event, exhibition, festival, lecture, seminar or similar, including LREF and LFA;
  • Intellectual Property Rights means copyright, trade marks, database rights, patents and all other intellectual property rights, whether registered or unregistered;
  • LFA means the London Festival of Architecture;
  • LREF means the London Real Estate Forum;
  • Membership means membership of NLA and any products or services provided by NLA as part of that Membership;
  • NLA means NLA Ltd, a company registered in England and Wales (company number 02924619) with registered office at 16 Beaufort Court, Admirals Way Docklands, London, E14 9XL;
  • NLA IPRs means all Intellectual Property Rights subsisting in the Services and NLA branding, excluding Customer Materials;
  • Services means the products and services (other than Membership) provided by NLA as described in the Booking Form;
  • Terms and Conditions means these terms and conditions.

1.2–1.7 Interpretation

  • If there is any conflict between the Booking Form and these Terms and Conditions, these Terms and Conditions shall prevail.
  • A person includes natural persons and corporate or unincorporated bodies.
  • References to statutes include amendments and subordinate legislation.
  • References to writing include email.
  • Obligations not to do something include obligations not to permit that thing to be done.
  • Words such as “including” or “for example” are illustrative only.

 
 

2. Commencement and Term

 

The Contract shall commence on acceptance of the Booking Form and shall continue until the Services have been provided, unless terminated earlier.

 
 

3. Supply of Services

 

  1. NLA shall supply the Services in accordance with the Booking Form. Dates and times are approximate and not of the essence.
  2. NLA shall perform the Services with reasonable care and skill.
  3. NLA shall provide reasonable cooperation and curatorial assistance where relevant.
  4. NLA shall comply with all applicable laws and regulations.
  5. Any changes to the Services require written agreement and may incur additional Charges.

 
 

4. Customer’s Obligations

 

  1. The Customer shall provide all Customer Materials required by NLA in a timely manner.
  2. The Customer shall comply with NLA’s reasonable instructions, policies and venue rules.
  3. The Customer shall comply with NLA diversity policies and agree to changes requested to meet those policies.
  4. NLA retains sole discretion over the nature and content of Events.
  5. The Customer shall supply materials in required formats and deadlines at its own cost.
  6. The Customer shall ensure all Customer Materials comply with applicable laws and shall not misuse NLA IPRs.
  7. The Customer shall comply with all applicable anti-bribery and anti-corruption laws.

  

5. Intellectual Property

 

  1. NLA retains ownership of NLA IPRs; the Customer retains ownership of Customer Materials.
  2. The Customer grants NLA a non-exclusive, royalty-free licence to use Customer Materials for provision of the Services.
  3. All sponsorship rights not expressly granted are reserved to NLA.
  4. The Customer may not sublicense or assign rights without NLA’s consent.
  5. The Customer warrants it has rights to provide the Customer Materials.
  6. The Customer shall indemnify NLA against claims arising from Customer Materials.

 
 

6. Charges and Payment

 

  1. The Customer shall pay Charges as set out in the Booking Form.
  2. All amounts exclude VAT.
  3. Invoices are payable within 14 days.
  4. Late payments may incur interest and suspension of Services.

 
 

7. Limitation of Liability

 

  1. Liability limits reflect NLA’s insurance arrangements.
  2. Nothing limits liability for death, personal injury, fraud or fraudulent misrepresentation.
  3. NLA’s total liability shall not exceed the Charges paid.
  4. Indirect and consequential losses are excluded.

 
 

8. Termination

 

  1. Either party may terminate for material breach.
  2. NLA may terminate for non-payment.
  3. On termination, outstanding payments become immediately due and confidentiality obligations continue.

 
 

9. Confidentiality

 

  1. Confidential Information excludes information already public or lawfully obtained.
  2. Each party shall keep Confidential Information confidential.
  3. Disclosure is permitted where required by law.

 
 

10. Data Protection

 

Each party shall act as controller of personal data it receives and comply with Data Protection Legislation.

 
 

11. Entire Agreement

 

This Contract constitutes the entire agreement and supersedes all prior agreements.

 
 

12. Notices

 

Notices shall be given in writing by email and deemed received on the next Business Day.

 
 

13. General

 

  1. Neither party is liable for failure caused by Force Majeure Events.
  2. NLA may cancel or postpone Services and offer alternatives or refunds where appropriate.
  3. Tickets may be transferred but are non-refundable.
  4. NLA may assign or subcontract its obligations.
  5. Variations must be agreed in writing.
  6. Invalid provisions shall be modified or deleted without affecting the remainder.
  7. The Contract is governed by the law of England and Wales.