Notice

1. These Terms will apply to any contract between us for the services to be provided to you pursuant to the Engagement Letter (Contract). Please read these Terms carefully and make sure that you understand them. Please note that before entering into a contract you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to enter into a contract with us.

2. You should print a copy of these Terms or save them to your computer for future reference.

3. We amend these Terms from time to time as set out in clause 16. Every time you wish to enter into a contract, please check these Terms to ensure you understand the terms which will apply at that time.

4. These days, and any Contract between us, are only in the English language.

1. Information about us

1.1 We operate under commercial name of ARTECK MEDIA WLL; with a LIMITED LIABILITY registration in the Kingdom Of Bahrain with the commercial registration number 86930-1

2. Definitions

The capitalised terms are defined words and the meanings are set out in this Contract. The words which are used in this Contract which have special meanings, specially defined words and other guides to understanding this Contract can be found at the end of this Contract in the Glossary set out at in the schedule, if not earlier defined in the body of this Contract.plicable.

3. Appointment and Event Management

3.1 The Client pursuant to the Contract engages the Event Manager to provide the Event Management Services to the Client and the Event Manager agrees to provide the Event Management Services upon the terms and subject to the conditions of the Contract.

3.2 The Client has granted to the Event Manager the sole and exclusive right to manage the Event and provide the Event Management Services on the terms and conditions set out in this Contract. The Client appoints and grants to the Event Manager and the Event Manager accepts from the Client the right to manage the Event under the Name as provided in this Contract.

3.3 All proposals made, quotations given, instructions accepted and contracts entered into by Event Manager with any person for the supply of the Event Management Services are subject to the provisions of this Contract to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Client.

3.4 The Client agrees in addition to the grant of the right to use the Name.

3.5 The Event Manager shall not use the Name or any derivation of the Name or similar name for any other purpose nor for any other premises other than with the prior written consent of the Client such consent not to be unreasonably withheld, delayed or conditioned.

3.6 The goodwill of the Event and the right to the Name shall not pass to the Event Manager at any time.

3.7 Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Event Manager with all necessary Documents or other materials, and all necessary data or other information relating to the Event Management Services, within sufficient time to enable the Event Manager to provide the Event Management Services in accordance with the Contract.

3.8 The Event Management Services shall insofar as is reasonably practicable be provided in accordance with the specification attached to the letter of engagement but subject to provisions of this Contract and shall be performed at such times as the Event Manager shall in its sole discretion decide.

3.9 The Client shall afford to the Event Manager all reasonable co-operation in all matters relating to the performance of Event Manager’s obligations under the Contract.

3.10 The Event Manager does not warrant, guarantee or undertake on behalf of any third party supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.

4. Event Management Materials

4.1 The Intellectual Property Rights in any Client Material shall belong to the Client.

4.2 The Intellectual Property Rights in any Event Manager Material shall belong to the Event Manager, subject only to the right of the Client to use the Event Manager Material during the Term.

4.3 The Client warrants to the Event Manager that any Client Material and its use by the Event Manager for the purpose of providing the Event Management Services shall not infringe the copyright or other rights of any third party, and the Client shall indemnify Event Manager against any loss, damages, costs, expenses or other claims arising from any such infringement.

5.Client’s Obligations

5.1 The Client shall:

5.1.1 Promptly and fully respond to all communications of the Event Manager relating to the provision of the Event Management Services;

5.1.2 Fully and promptly liaise with the Event Manager on matters relevant to the provision of the Event Management Services;

5.1.3 conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;

5.1.4 provide proper and clear instructions to the Event Manager in respect of all the Client’s requirements in relation to the Event Management Services, any Additional Services or in connection with the Contract; and 

5.1.5 pay the Charges promptly when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force.

5.2 Throughout the Term of the Contract:

5.2.1 the Client shall at its sole cost and expense afford the Event Manager such access to the Client’s information or records and other materials relevant to the Event Management Services as the Event Manager may require in connection with or to provide the Event Management Services;

5.2.2 the Client shall assume responsibility for complying with all laws and regulations in connection with the Event Management Services.

6.Event Manager’s Obligations

6.1 The Event Manager undertakes and agrees with the Client during the Term of this Contract to carry out and comply with the obligations set out in this Contract in respect of the Event.

6.2 The Event Manager shall:

6.2.1 promptly and fully respond to all communications of the Client relating to the provision of the Event Management Services;

6.2.2 fully and promptly liaise with Client on matters relevant to the provision of the Event Management Services, any Additional Services and the Fees or Charges;

6.2.3 conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;

6.2.4 provide proper and clear requests to the Client in respect of its Fees or Charges and any requirements in relation to the Event Management Services, any Additional Services or in connection with the Contract;

6.2.5 pay any sums promptly to the Client when due;

6.3 During the Term of this Contract the Event Manager shall:

6.3.1 promptly bring to the notice of the Client any information received by the Event Manager which is likely to be of use or benefit to the Client in the marketing of its own services or products at the Event;

6.3.2 keep all Client Material, all other information and material supplied by the Client as confidential until approval to release is given by the Client;

6.3.3 keep the Client fully informed at all times of all relevant material activities of the Event Manager in relation to the promotion of the Event and the provision of the Event Management Services.

6.3.4 operate and manage the Event with the Employees and appropriately qualified and experienced staff using reasonable care and skill; and

6.3.5 to conduct the Event in a lawful and orderly manner.

7.Fees and Charges

7.1 The Client shall pay to the Event Manager the Fees or Charges in respect of the Event Management Services.

7.2 Subject to any special terms agreed in writing by the parties, the Client shall pay the Fees and any Charges or any expenses together with such additional sums which are agreed between the Event Manager and the Client for the provision of the Event Management Services and any Additional Services.

7.3 The Client shall be liable for costs or charges incurred as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.

7.4 The Event Manager shall be entitled to vary its standard charges from time to time by giving not less than 14 days’ written notice to the Client.

7.5 The Fees, Charges and any additional sums due and payable under this contract shall be paid in full by the Client into such account as the Event Manager shall instruct together with any applicable VAT and without any set off or other deduction whether for withholding tax or otherwise immediately upon receipt of Event Manager’s invoice.

7.6 The Client shall pay to the Event Manager the Charges, including the cost of any service or item provided by the Event Manager at the specific request of the Client which is not included in the disbursements and support budget annexed to this Contract

7.7 If payment is not made on the due date, the Event Manager shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount both before and after any judgment at the rate of [three per cent (3%)] above the base rate from time to time of Royal Bank of Scotland International from the due date until the outstanding amount is paid in full.

7.8 The Client shall reimburse the Event Manager for all out of pocket expenses incurred by it in connection with the Event Management Services for the Client whether or not invoiced as part of the Charges.

7.9 The Event Manager shall not be obliged to provide Event Management Services unless all fees and disbursements due to it in relation to the provision of the Event Management Services are received in advance or in accordance with the provisions of this Contract.

8. Contract Term, Event Cancellation and Termination

8.1 This Contract shall commence on the Commencement Date and shall continue in full force and effect during the Term unless and until earlier terminated in accordance with the provisions of this Contract.

8.2 For the avoidance of doubt, the parties acknowledge and agree that:

8.2.1 the Event Manager is not obliged to return to the Client the Fees or any part of the Fees if the Event is cancelled within [ten (10)] [business] days of the date when it is due to take place.

8.2.2 the Client shall have sole responsibility for the holding and organisation of the Event and except as expressly set out in this Contract, the Event Manager shall not be liable under this Contract if the Event does not take place.

8.3 Either party may terminate this Contract with immediate effect by written notice if the other commits a material breach of this Contract and in the case of a breach capable of remedy fails to remedy it within [twenty one (21)] days of receipt of a written notice from the party not in default specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.

8.4 Either party may terminate this Contract with immediate effect on written notice:

8.4.1 if the other party ceases or threatens to cease to carry on its business or if a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party;

8.4.2 if the other party makes any arrangement for the benefit of its creditors or if the other party goes into liquidation save for the purposes of a genuine amalgamation or reconstruction or becomes bankrupt.

8.4.3 if the other party shall become bankrupt or have a bankruptcy order made against him/her if as individuals;

8.4.4 if the other party shall have a receiving order made against it, shall make or negotiate for any composition or arrangement with or assignment for the benefit of its creditors; or

8.4.5 if the other party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertakings or assets appointed, or shall cease to carry on business; if the other party has been subject to a Force Majeure Event for a continuous period of more than seven (7) days.

8.5 The Contract may be terminated:

8.5.1 by the Event Manager any time after the Client has lost any permit or authority in respect of the Premises where the Event is to take place;

8.5.2 forthwith by the Event Manager if the Client fails to make payment of any sums due under this contract on the due date;

8.5.3 forthwith by either party if the other party shall become unable to pay its debt or otherwise suffers an insolvency event; or

8.5.4 forthwith by the Event Manager upon notice to the Client in the event that the Client or its employees or agents shall have engaged in any conduct prejudicial to the business of the Event Manager or in the event that the Event Manager considers that a conflict or potential conflict of interest has arisen between the parties;

8.5.5 Any termination of the Contract pursuant to this clause 8 shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law;

8.5.6 Upon termination of this Contract for whatever cause, the Event Manager will be paid all money due to the Event Manager whether in respect of Fees, Charges or otherwise after taking into account amounts previously paid.

8.5.7 Following termination of this Contract for whatever reason, the Event Manager shall return or destroy as the Client shall instruct in writing no later than 14 days after such information, all Documents, databases, Event specification, technical information and any other data supplied to the Event Manager during the Term and all and any copies made of the whole or any part of the same.

8.5.8 The expiry or termination of this Contract shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination nor shall it affect the coming into force or the continuance in force of any provision in this Contract which is expressly or by implication intended to come into or to continue in force on or after such termination.

8.5.9 Following the expiry or termination of this Contract, all provisions of this Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

9. Data Protection

9.1 Each party undertakes to comply with its obligations under the Data Protection Act and related regulations.

9.2 Each party shall promptly notify the other of any breach of any of its obligations under the Data Protection Act and/or related regulations.

9.3 The Event Manager undertakes and warrants to the Client that, to the extent it processes any personal data on behalf of the Client, it shall act as the Client’s data processor for the purposes of the Data Protection Act.

10. Warranties and Limitation of Liability

10.1 The Event Manager warrants to the Client that the Event Management Services will be provided using reasonable care and skill.

10.2 Notwithstanding any provision to the contrary, any dates, periods or times specified by the Event Manager in the Contract are estimates only and time shall not be of the essence for the performance by the Event Manager of its obligations under the Contract.

10.3 The Client warrants to the Event Manager that the Client is entitled to the benefit of all applicable licences for the Event.

10.4 Except in respect of death or personal injury caused by the Event Manager’s negligence, or as expressly provided in this Contract, the Event Manager shall not be liable to the Client by reason of any representation unless fraudulent, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues, or profits whether categorised as direct or indirect or any indirect, special or consequential loss including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business, damages, costs, expenses or other claims whether caused by the negligence of the Event Manager, its servants or agents or otherwise which arise out of or in connection with the provision of the Event Management Services or their use by the Client.

10.5 The Client agrees to indemnify and keep the Event Manager fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by the Event Manager as a result of negligence or any default by the Client or its employees, agents or representatives of its obligations however arising in connection with the Event Management Services, together with expense, claim, loss or damage which the Event Manager or any of its employees, agents, sub-contractors and other clients may suffer due to the negligence or breach of the Client or its employees, agents or subcontractors.

10.6 The Client acknowledges and agrees that the express obligations and warranties made by the Event Manager in this Contract are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Contract including without limitation as to the condition, quality performance, satisfactory quality or fitness for purpose of the Event Management Services or any part of them.

10.7 The entire liability of the Event Manager to the Client under or in connection with the Contract (howsoever arising) shall not in any event exceed the amount of the Fees [and Charges] actually paid by the Client for the provision of the Event Management Services and the Additional Services for the minimum period set out in the Contract.

10.8 Nothing in this Contract shall operate to exclude or limit either party’s liability for death or personal injury caused by its negligence, or fraud; or any other liability which cannot be excluded or limited under applicable law.

10.9 The Client shall not be liable for damage to any property or for any losses, claims, actions, proceedings, damages, costs or expenses or other liability incurred by the Event Manager (or any person of its customers or third party invitees) unless the same is caused directly by any breach of this Contract by the Client or result from any negligent act or omission of the Client.

10.10 The Client and the Event Manager each agree and acknowledge that the allocation of risk in this clause 10 is fair and reasonable in the circumstances having been taken into account in setting the level of the fees or the Event Management Services.

11. Force Majeure

11.1 Neither party will be liable for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under this Contract caused by the occurrence of a Force Majeure Event.

11.2 The Event Manager shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Event Manager’s obligations under the Contract if the delay or failure was due to any circumstances or cause beyond the Event Manager’s reasonable control. For the avoidance of doubt, any delay or failure by any third party shall not relieve the Event Manager from liability for delay or failures except where that delay or failure is also beyond the reasonable control of the Event Manager.

11.3 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Contract shall forthwith notify the other in writing and shall inform the other of the period for which it is estimated that such failure or delay will continue.

11.4 The affected party shall promptly take all reasonable steps to mitigate the effect of the Force Majeure Event. If the Force Majeure Event continues for a continuous period of more than 14 days, the non-affected party may terminate this Contract by written notice to the other party.