Terms and Conditions of Business
The following Conditions comprise the standard terms of business of Distinct Solutions Limited and all the work undertaken by the Company shall be on these terms to the exclusion of any others unless specifically varied in writing and signed for and on behalf of the Client and by a director for and on behalf of the Company. In accepting the Proposal and engaging the Company these Conditions shall be deemed to have been accepted by the Client on its own behalf and for and on behalf of each and every Guest.

1. DEFINITIONS
1.1 “the Client” the individual, business or body corporate for whom the Proposal is prepared and the Services are provided.
1.2 “the Company” Distinct Solutions Limited including where applicable its employees, suppliers, agents or sub-contractors acting on behalf of the Company.
1.3 “the Conditions” the provisions set out below which shall be incorporated into the Contract.
1.4 “the Contract” the agreement between the Company and the Client to perform the Services as set out in the Proposal.
1.5 “the Project” the occasion to be organised by the Company as set out in the Proposal.
1.6 “the Guest” the invitees of the Client to take part in the Project.
1.7 “the Price” the fee due to the Company from the Client in payment for the Services.
1.8 “the Proposal” the letter and/or documents and/or costings from the Company to the Client giving details of the Project, setting out the Services offered by the Company to the Client including the Price.
1.9 “the Service” the work to be undertaken by the Company to organise the Project in accordance with the proposal.
1.10 “International” relating to a country, or countries, outside of the United Kingdom.

2. THE PRICE
2.1 The Price payable for the Project and/or Service shall be as set out in the Proposal and subsequent working documentation.
2.2 The Price for an International Project or Service is calculated using the rate(s) of exchange applicable on the date of preparation of the Proposal. Accordingly, subject to changes in the relevant exchange rate(s), the
Price may require recalculation and any difference will become payable by the Client in accordance with the payment terms outlined in paragraphs 2.4.2 and 10.1.
2.3 All taxes (including those relating to International Projects) are subject to change and this may result in a change in the Price. Any difference in the Price will become payable by the Client in accordance with the payment terms outlined in paragraphs 2.4.2 and 10.1.
2.4 The Price (subject to adjustments made in accordance with paragraphs 10.1 and 10.2 below) shall be payable as follows:-
2.4.1 45% of the Price shall be payable as a non-returnable deposit payment on written acceptance by the Client of the Proposal (in accordance with the table below in 2.4.2).
2.4.2 The Client will then be asked to make further payments as set out below:-


Upon booking
60 days prior
2 weeks prior     Deposit 45%
Next 45%
Remaining 10%

2.4.3 All invoices are due for payment by the date stipulated on each invoice. Late payment of any invoices may result in additional costs being incurred for late confirmation of suppliers (particularly relating to International Projects) and this may result in a change in the Price. Any difference in the Price will become payable by the Client in accordance with the terms outlined in paragraphs 2.4.2 and 10.1.

3. CANCELLATION BY THE CLIENT
3.1 The Project may be cancelled by the Client, but cancellation will only be effective from the date that written notice of cancellation is received and acknowledged by the Company. Upon cancellation, the initial deposit payment will be forfeited by the Client. In addition, subject to cancellation date, an additional cancellation charge will be payable by the Client as set out below; this has been calculated to represent a reasonable assessment by the Company of the loss it will suffer as a result of the cancellation:-



Number of days before the Project which written notification is received by the Company    Cancellation charge due (as a percentage of the total Price).

More than 90 days
61 – 90 days
31 – 60 days
1 – 30 days    50% deposit only
70% (50% deposit + 20%)
90% (50% deposit + 40%)
100% (50% deposit + 50%)


4. CANCELLATION BY THE COMPANY
4.1 The Company reserves the right to cancel the Project if:-
4.1.1 The balance of the Price less the deposit has not been received by the Company five working days prior to the Project in accordance with paragraph 2.4.2 above;
4.1.2 If the Client or any party becomes insolvent or if an order is made or a resolution is passed for the winding up or if an administrator, administrative receiver is appointed in respect  of the whole or any part of the Client or any other parties assets or business;
4.1.3 Due to circumstances beyond the control of the Company including but not limited to war, riot, terrorism, industrial dispute, flooding, severe weather or fire; and in such circumstances the Company shall hereby disclaim any liability and in particular shall have no liability to make any payments to the Client or refund any part of the Price.


5. POSTPONEMENT AND CHANGES IN THE PROJECT
Whilst every effort is made by the Company to carry out the Services in accordance with the Proposal the Company retains the right to postpone or change the venue or nature of the Project if this is necessary due to circumstances beyond its control including but not limited to adverse weather conditions or unavailability of suitable staff, equipment or the original venue. In such circumstances the Company will notify the Client as soon as reasonably practicable of such changes and if feasible suitable arrangements will be made.

6. REDUCTION IN THE NUMBER OF GUESTS
6.1 The Client shall not be entitled to any reduction in the Price if the number of Guests who attend the Project is less than the number as stated in the Proposal. After the event and upon a written submission by the Client the Company may at its discretion offer to reduce the Price depending on the circumstances in question. Such a reduction will be part of the adjustments in the Price made in accordance with paragraph 10.1.
6.2 On International Projects, any change in the number of Guests will be subject to the specific terms of the relevant suppliers which will be provided to the Client upon request. The Company cannot guarantee any reduction in the Price but may be able to reduce the Price depending on the circumstances in question.
6.3 On International Projects, information on the full names, nationalities and passport details of Guests travelling will be required by the date(s) indicated in the Proposal OR 35 days prior to commencement of the Project. Failure to provide this information by the date(s) requested will result in additional costs being incurred and a subsequent change in the Price. In addition, changes to the names of Guests travelling after this date will incur an additional cost and a subsequent change in the Price.

7. THE COMPANY’S AUTHORITY AT THE PROJECT
7.1 The Client agrees on its own behalf and on behalf of each and every Guest:-
7.1.1 That the opinion of the Company is final in regard to matters of safety.
7.1.2 To comply with any request made by the Company in the interests of safety howsoever expressed;
7.1.3 To comply with any reasonable instruction given by the Company for any other reason.
7.2 The Company reserves the right to request any Guest to leave the Project if in the opinion of the Company the Guest is behaving in a dangerous, unreasonable or disruptive manner and the Client agrees to procure that such request will be complied with by each Guest. In such circumstances the Company will be under no liability to the Client or the Guest in respect of any refund of the Price or compensation for any costs or damage which may be incurred by the Client or the Guest.
7.3 Before participating in the Project every Guest may be required at the discretion of the Company to sign a disclaimer, a copy of which is available on request.

8. LIABILITY OF THE CLIENT FOR DAMAGE
8.1 The Client agrees that in the event of damage being caused to any facilities, (including buildings and fixtures and fittings), or equipment of whatsoever nature supplied by the Company for the purpose of the Project the Client will be liable for the facilities and each piece of equipment so damaged.

9. LIABILITY OF THE COMPANY FOR DAMAGE
9.1 The Company agrees to exercise all reasonable skill and care in the provision of the Services in accordance with the terms of the Proposal in organising the Project.
9.2 The Company has no liability to the Client or any Guest in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered as an indirect or consequential nature including without limitation any economic loss of turnover, profits, business or goodwill (other than liability for death or personal injury of a Guest resulting from the Company’s negligence) for any loss or damage of any nature howsoever caused arising out of or in connection with attendance at the Project to the Client or the Guest or the property of the Client or Guest unless otherwise covered by the public liability insurance carried by the Company at the date of the Project and any such claim by the Client or Guest being made on the terms and conditions of such insurance a copy of which is available on request.
9.3 Personal Accident Insurance and/or Specific Project Insurance covering the Project is not included in the Price but can be arranged by the Company on request by the Client for an additional cost.
9.4 Any International Project or Service will require Personal Travel Insurance for all Guests travelling to be provided by the Client. This Personal Travel Insurance can be arranged by the Company on request by the Client; alternatively, the Client may arrange separately for a policy to be implemented, but must then forward full details to the Company. If no Personal Travel Insurance has been arranged, or policy details forwarded to the Company, within 7 days of the commencement of the Project then the Company reserves the right to arrange this insurance on behalf of the Client and the costs will become payable by the Client in accordance with the terms outlined in paragraphs 2.4.2 and 10.1.

10. ALTERATIONS IN THE PRICE
10.1 Additional services requested by the Client during the Project and which are not included in the Proposal will be invoiced to the Client following the Project and will become payable within 30 days of the date of invoice.
10.2 Any costs in the Proposal that are labelled as “estimated” or “allowance” are subject to change and may result in a change in the Price. Accordingly, any difference in the Price will become payable by the Client in accordance with the payment terms outlined in paragraphs 2.2 and 10.1.
10.3 For International Projects, the Company will seek to obtain free services from suppliers for site inspection visits. In the event that this is not possible all costs will be passed on to the Client and will be invoiced to the Client and will become payable by the Client in accordance with the payment terms outlined in paragraphs 2.4, 2.4.1, 2.4.2 and 2.4.3.