TERMS OF HIRE
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
The following words and expressions shall have the following meanings:
"Additional Costs” means the sum set out in section 10 of the Hiring Details
"Agreement” means Part A and Part B, and in the event of any conflict between Part A and Part B, Part B shall prevail
"Deposit” means the sum set out in the Hire Agreement
"Facility Fee means the sum set out in section 9 of the Hiring Details being the fee for use of the property for the Function
"Function” means the function referred to at section 2 of the Hiring Details
"Function Manager” means the person You nominate to be responsible for all aspects of the Function whose details are set out in section 4 of the Hiring Details
"Function Staff” means any and all of Your employees, contractors (including but not limited to Third Party Contractors), sub-contractors, agents and suppliers and any one else directly or indirectly associated with the Function (other than the Venue's staff)
"Guests” means the people that attend the Function
"Hiring Details” means those details of the Function, the Hirer and terms of contract set out in Part A of this Agreement
"Hiring Period” means the time period in which the Venue grants You the right to use the studio
"Permitted Area” means that part of the Property (including the contents of that part of the Property) identified in section 7 of the Hiring Details
"Property” means SMOOV Studios, 188 Park Avenue London NW10 7XH
"Services” means those services (if any) to be provided by the Venue set out in section 8 of the Hiring Details
"Standard Terms” means the terms and conditions for use of the Venue property for the Function set out in this Part B which form an integral part of this Agreement
"Third Party Contractor” means a third party contractor engaged by You to carry out functions in relation to the Function, details of which are set out in section 13 of the Hiring Details
"Venue" means the legal entity making the venue available for hire.
"You” means the Hirer and "Your” has a corresponding meaning.
1.2 Interpretation
1.2.1 Unless the context requires otherwise, words in the singular may include the plural and vice versa.
1.2.2 Words importing individuals shall also include reference to incorporated and unincorporated associations and vice versa.
1.2.3 Words importing the masculine gender shall include the feminine gender and vice versa.
1.2.4 A reference to an Act of Parliament includes all derivative instruments, orders, regulations and other matters and in each case any re-enactment, amendment, consolidation or modification from time to time of that Act and any derivative instruments, orders, regulations or other matters.
1.2.5 An obligation owed by more than one person is owed by them jointly and severally.
1.2.6 An obligation by the Hirer not to do something includes an obligation not to permit or allow it to be done.
1.2.7 Headings to clauses, paragraphs and schedules do not affect the construction of this Agreement.
1.2.8 A right granted by the Venue is granted only so far as the Venue can lawfully grant it and is granted in common with all other persons entitled to it and/or authorised by the Venue to exercise it.
1.2.9 A right excepted or reserved to the Venue is also reserved to any other person entitled to it and/or authorised by the Venue.
1.2.10 A provision of this Agreement which is void or unenforceable shall be severed from all other provisions of this Agreement and the remaining provisions shall continue to have effect.
1.2.11 "Include" "includes" and "including" are deemed to be followed by the words "without limitation".
2. FEES AND CHARGING
2.1 You must pay the following fee plus value added tax (if chargeable):
2.1.1 the Deposit at the time of signing this Agreement; and
2.1.2 the Facility Fee (less the amount of the Deposit) and any Additional Costs within 30 days of receipt of an invoice, and the Venue reserves the right to require full or part payment in advance of the Additional Costs not covered by the Facility Fee.
2.2 If the Function runs beyond the time specified in section 5 of the Hiring Details an additional charge may be made at the Venue's discretion. Your hire extends to when the last person vacates the Premises. In the event that this extends beyond the pre-agreed hire allocation, then a fee will be payable as below:
An additional 30 minutes : £100
An additional 60 minutes : £200
An additional 90 minutes : £300
Anything beyond this will result in the forfeiture of the entire deposit.
2.3 The Venue reserves the right to charge You interest on any overdue amount on a daily basis at the rate of 2% above the base rate of the Bank of England in force from time to time which the Parties agree shall be a sufficiently substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.
2.4 You are not entitled to charge Guests for the Function, unless otherwise agreed to in writing by the Venue.
3. INSURANCE
3.1 The Hirer must produce evidence of public liability insurance, with a reputable insurer, for the minimum of 5 million pounds for each and every act or occurrence or series of acts and occurrences and the Venue reserves the right to require you to effect the required policies of insurance in the joint names of Yourself and the Venue or to have the interest of the Venue noted on the insurance, and the right to stipulate special insurance requirements as may be appropriate in all the circumstances.
3.2 If You engage a Third Party Contractor to carry out activities at the Property then You shall ensure that the Third Party Contractor has sufficient insurance cover with a reputable insurer to cover its potential liabilities in relation to its activities at the Property.
3.3 You must provide satisfactory evidence of compliance with the insurance obligations set out in clauses 3.1 and 3.2 at least 7 days in advance of the Function, by providing the Venue with copies of current certificates or cover notes.
4. INDEMNITY/LIABILITY
4.1 You shall indemnify the Venue against all liability suffered by the Venue arising from Your use of the Permitted Area (except to the extent it is caused or contributed by the negligence or default of the Venue) including:
4.1.1 the full cost of repairing any damage to or replacing any breakages or lost items from the Property or any of its buildings, fixtures, fittings or contents arising out of the Function (the Hirer should ensure they conduct a thorough walk through of the Studio prior to the hire and advise the Venue of any physical damage for example, tears in wallpaper, broken mirrors etc);
4.1.2 all losses, damages or expenses suffered by the Venue as a result of Your behaviour or conduct or that of Function Staff or Guests or any other person You invite onto the Property; and
4.1.3 any civil or criminal liability, costs, claims or expenses which arise directly or indirectly out of the Function or as a direct or indirect consequence of any breach by You of the provisions of this Agreement.
4.2 For the avoidance of doubt You acknowledge that the Venue, its employees or agents shall not be liable for:
4.2.1 any damage, loss, delay or expense incurred by You, the Function Staff, Guests or any other person connected with the Function, except for death or personal injury resulting from proven negligence by Venue, its employees or agents;
4.2.2 damage, theft or loss of any property, goods, articles, possessions, objects or similar things used, kept or left at the Property.
5. CONSENTS AND OTHER LICENCES
5.1 You must obtain, and/or ensure that any Third Party Contractor obtains, all licences, permits or consents necessary for the Function to lawfully take place and You must comply, and/or ensure that any Third Party Contractor complies, with any conditions imposed by such licences, permits or consents. You are responsible for any liability that arises directly or indirectly as a result of any non-compliance with or breach of such conditions.
5.2 You must provide the Venue with copies of any licences, permits or consents required before the Function.
5.3 If the Venue consents to You serving alcoholic beverages at the Function, You agree to comply with all relevant alcohol licensing legislation and the liquor licence for the Property in relation to you serving alcoholic beverages at the Function.
5.4 You agree that You fully understand and accept Your responsibilities under all relevant alcohol licensing legislation and the liquor licence for the Property and You agree to indemnify the Venue for any losses or liabilities it may suffer as a result of You and/or the Function Staff failing to comply with each of your respective responsibilities under any relevant alcohol licensing legislation and/or the liquor licence for the Property.
6. FUNCTION CO-ORDINATION
6.1 Your Function Manager must be available at all reasonable times during the Function.
6.2 You are responsible for ensuring that all Function Staff are aware of the provisions of this Agreement, comply fully with them and follow the reasonable and lawful instructions of the Venue (whether acting through its Co-ordinator or otherwise).
7. DAMAGE TO THE PROPERTY
7.1 You must ensure there is no damage to any part of the Property. Display stands, banners and additional lighting may be used in the Property subject to the prior approval of the Venue and any special conditions it may impose. If any damage is caused to the Property as a result of using display stands, banners and/or additional lighting, You shall be liable to fully compensate the Venue for any damage. The Venue is decorated in premium wallpaper, mirror and tiles and therefore nothing can be affixed, either temporarily or permanently, and any damage to the same howsoever made will be the financial responsibility of the Hirer.
7.2 If any loss or damage to the Property occurs during the use of the Property for the Function (including during the preparation for and cleaning up after the Function), You must immediately report this to the Venue and You will be liable to fully compensate the Venue for the damage caused. The Venue will undertake the repairs itself and to charge You for all costs incurred, including the cost of specialist tradesmen.
8. SECURITY
8.1 You must provide and adopt at Your own cost such security measures as may be necessary or advisable for the protection and security of the Property and its contents, Guests, Function Staff and their possessions.
8.2 You must seek the Venue's prior approval of the security measures You plan to adopt and You must make such changes to Your proposed security as the Venue may reasonable require. You must provide the Venue with the following before the Function:
8.2.1 the names of all Guests;
8.2.2 the names of all Function Staff and the estimated arrival and departure times;
8.2.3 details of any deliveries or collections to the Property for the Function; and
8.2.4 any other relevant information. Failure to provide the name of a Guest and /or Function Staff may result in the Venue refusing entry to any Guest or Function Staff who has not been named.
8.3 Function Staff must carry identification at all times when at the Property and may be required to produce it to a Venue representative on request. Guests may, if reasonably required by the Venue be required to wear identification as a guest at the Function. Failure to produce identification satisfactory to the Venue will entitle the Venue to remove a person from the Property.
8.4 The Venue reserves the right (acting reasonably by the Venue Co-ordinator):
8.4.1 to refuse to allow anyone or anything to enter or remain on-site if it considers there to be a risk to people or the Property, or the likelihood of nuisance being caused; and
8.4.2 to stop and search any Function Staff or Guest entering or leaving or otherwise using the Property.
9. HEALTH, SAFETY AND FOOD HYGIENE COMPLIANCE
9.1 At all times throughout this Agreement, You must comply and ensure that all Function Staff comply with:
9.1.1 health and safety legislation and relevant industry standards;
9.1.2 all Venue health, safety, fire and environmental requirements, codes of practice and guidance as notified in writing by the Venue; and
9.1.3 the external users guidance notes which are attached to this agreement as Part D, including the submission of a detailed risk assessment for the Function.
9.2 You must comply and ensure that all Function Staff comply with food hygiene legislation and relevant industry standards at all times.
9.3 You must ensure that emergency exit routes are kept clear at all times and in the event of an emergency evacuation You, all Function Staff and Guests shall:
9.3.1 evacuate the building immediately using the designated fire exits (the spiral ramp is not an evacuation route); and
9.3.2 on leaving the building, make your way to the designated assembly point in front of Blue Light Services Ltd opposite to the Property.
9.4 Wheelchair access is available at the Studio, but ideally arrangements should be agreed in advance. For fire safety reasons wheelchair users may only account for a maximum of 10% of the Studio’s guest capacity. If a greater number of wheelchair users will be attending the Studio for the purposes of the Hire, the Hirer must submit a written request for increased capacity to the Studio Manager. Smoov Studios shall then use all reasonable endeavours to satisfy your request.
9.5 It is the responsibility of the Hirer to undertake and comply with all the requirements imposed by fire regulations in relation to the Studio and the purpose of the Hire.
9.5.1 The Hirer is responsible to ensure any additional equipment that is brought onto the Premises complies with all relevant testing requirements including portable appliance testing (‘PAT testing’). All such equipment must bear the appropriate labels and be accompanied by the appropriate certificates as proof of such testing and compliance.
9.5.2 Smoov Studios shall have the right to inspect electrical equipment at any time during the Hire Period for compliance with
Clause 13.2 and shall have the right to remove, or request the removal of, any equipment not in compliance with that provision from the Studio.
9.5.3 The Studio has a generous number of electrical sockets, but no assurances are offered in terms of capacity and suitability for the needs of any hirer. The use of multi-socket adapter plugs or extension blocks that increase the total number of sockets is not recommended.
9.5.4 The Hirer will be made aware of all fire exits and fire equipment prior to the start of the Hire Period, however, it is the responsibility of the Hirer to inform any guests of such fire exits and fire equipment. All fire exits, and access thereto must remain completely unobstructed. All signs for fire exits and fire equipment must remain as prominent and visible as they are when the Studio is unoccupied. Fire equipment must not be moved from the Site unless being used for its intended purpose.
9.5.5 The Studio hire is subject to a maximum capacity dependant upon the event type and layout. Smoov Studios shall have the right to inspect the Studio at any time during the Hire Period and shall request the removal of any number of persons in excess of the numbers stated in the Studio.
9.6 The Venue staff and officers reserve the right to exercise at its sole and absolute discretion to refuse
entry to or evict, any persons for any reason whatsoever.
9.6.1 The Hirer must ensure at all times that its agents, officers, sub-contractors and guests do not bring flammable substances of any description into the Studio.
9.6.2 The Hirer, its employees, agents, officers, sub-contractors and guests must not make any alteration or addition to the Studio whatsoever, without prior written consent of the Venue.
9.6.3 The Hirer shall not permanently install any furniture, fixtures or fittings within the Studio without prior written consent of the Venue.
10. EQUAL OPPORTUNITIES
As a manager, employer and provider for services, You shall do all that You can reasonably do to seek the elimination of all forms of discrimination in Your employment practices, management and provision of your services in relation to sex, religion, race, disability and sexual orientation in accordance with an established equal opportunities policy (as amended from time to time). You shall provide a copy of Your equal opportunities policy to the Venue upon request. In any event You shall not unlawfully discriminate within the meaning and scope of the provisions of the Race Relations Act 1976, the Sex Discrimination Acts 1975 and 1986 and the Disability Discrimination Act 1995 and shall take all reasonable steps to ensure that all Your Function Staff or agents and all sub-contractors (including Third Party Contractors and their staff) employed in the provision of the Function do not unlawfully discriminate. In the event of any judicial or other official finding of unlawful discrimination by You, You shall take all reasonable steps to prevent a repetition of the unlawful discrimination and shall provide details of those steps to the Venue upon request. In the provision of the Function, You shall ensure that the Function Staff behave with courtesy and respect to everyone regardless of sex, religion, race, disability and sexual orientation. You shall provide such information as the Venue may reasonably request for the purpose of assessing Your compliance with this clause 10.
11. CATERING
The Venue provides no catering facilities and therefore You agree to make your own arrangements. Details of any Caterers need to be provided to the Venue prior to the event. If the Caterer wishes to use any of the equipment at the property, then You need to ensure You have familiarised yourself with the available facilities. The approved caterer shall supply their own crockery, glassware, cutlery, linen and the like. You must also ensure that the approved caterer leaves the kitchen in a clean condition and removes all waste and equipment and other goods brought on-site by it. A failure by the approved caterer to do so may result in You incurring an additional charge in accordance with clause 14.2.
12. DELIVERIES AND COLLECTIONS
All deliveries to and/or collections from the Property of goods in relation to the Function shall be made by You at the loading bay accessed via the service tunnel at Braidwood Street. You agree that the Venue shall not be liable for any goods left unattended by You at the loading bay.
13. SMOKING
The Hirer acknowledges that smoking is not permitted inside the Studio and they will deal with all incidents of any breach of this legal requirement.
14. CLEARING UP AND CLEANING UP
14.1 Any equipment used for the Function not supplied by the Venue must be removed within the agreed day(s)/times specified in section 5 of the Hiring Details. If You do not comply with these obligations, the Venue may move such equipment and charge You any costs and expenses it incurs in doing so, which You agree to pay on demand.
14.2 You are responsible, unless agreed with the Venue otherwise in writing, for removing all litter or waste resulting from the Function. If You do not comply with this obligation to the Venue's satisfaction, the Venue may remove the litter or waste and charge You for any costs and expenses it incurs in so doing, which You agree to pay on demand.
15. CANCELLATION
15.1 If You cancel the hiring of the Permitted Area pursuant to this Agreement, You will remain liable for any costs the Venue may have incurred or incurs on Your behalf as a consequence of such cancellation and all costs which the Venue has incurred in participation of You completing this Agreement. The Venue may, in its absolute discretion, waive or reduce the monies recoverable under this clause 15.1 and nothing in this clause will prevent the Venue claiming incurred costs for cancelling the hiring of the Permitted Area.
15.2 The Venue may cancel this Agreement at any time by immediate written notice to You if:
15.2.1 You are in material breach of any of the terms of this Agreement and You fail to remedy such breach (if capable of remedy) within such reasonable period as the Venue specifies by written notice to You; or
15.2.2 You cease to carry on business or enter into receivership, administration or liquidation (except for the purposes of amalgamation or solvent reconstruction) or become or are declared insolvent, and in such circumstances Venue may claim the costs incurred by the Venue as a result of this Agreement. Nothing in this clause 15.2 shall prevent the Venue claiming damages for breach of contract.
15.3 The Venue reserves the right to cancel this Agreement if the Venue judges the Function to be offensive to a reasonable person or likely to endanger people or the Property or is otherwise likely to adversely affect the image, standing or reputation of the Venue. If the Venue cancels this Agreement pursuant to this clause 15.3 then the Venue shall refund the Deposit to You in full and shall have no other liability to You.
16. STATUS OF THIS AGREEMENT
16.1 This Agreement does not create any partnership, agency, or employment relationship between You and the Venue nor the relationship of landlord and tenant.
16.2 No legal or equitable interest in the Property or any other right is created by this Agreement other than as expressly provided in this Agreement and You must respect the Venue's use and continued occupation of the Property and must not enter any part of the Property other than the Permitted Area. Nothing in this Agreement grants You the right to exclusive possession of the Property or any part or the right to exclude the Venue or the Landlord.
17. ASSIGNMENT AND THIRD PARTY CONTRACTORS
17.1 You may not assign, sub-contract or transfer this Agreement or any of Your rights or obligations without the prior written consent of the Venue. Such consent shall not relieve You from any liability or obligation under this Agreement and you shall be responsible for the acts, omissions, defaults or negligence of your sub-contractors, agents or servants as fully as if they were acts, omissions, defaults or negligence of Yourself.
17.2 The Venue may assign all or any of its rights and obligations under this Agreement to any company which would (if the Venue were a company) be a subsidiary of the Venue.
17.3 Without limiting the generality of clause 17.1 above, the Venue acknowledges that You have engaged the Third Party Contractors named in section 13 of the Hiring Details in relation to the activities referred to in that section and You agree to be responsible for the acts, omissions, defaults or negligence of the Third Party Contractors as fully as if they were acts, omissions, defaults or negligence of Yourself.
18. FORCE MAJEURE
18.1 If either You or the Venue are prevented from complying with Your respective obligations under this Agreement by reason of a force majeure event, such event of force majeure shall not be deemed to be a breach of this Agreement. In such circumstance the Venue and You agree, without prejudice to other remedies, to discuss in good faith how to resolve any resulting problems.
18.2 Each party agrees to take all reasonable action to mitigate any disruption caused by a force majeure event.
18.3 For the purpose of this clause 18, a force majeure event shall mean any circumstance beyond the reasonable control of a party which renders the continued satisfaction of that party’s obligations under this Agreement illegal or impossible, including, but not limited to, fire, flood (including flooding anywhere in the Property), Act of God, riot, civil disturbance, industrial dispute (not directly involving either party), war or sabotage.
19. ENTIRE AGREEMENT
19.1 This Agreement contains the entire understanding of the Venue and You with regard to its subject matter and supersedes all prior arrangements, understanding and agreement (whether written or oral).
19.2 No amendment or variation of this Agreement shall be effective unless in writing and signed by the duly authorised representatives of the Venue and You.
20. NOTICES
Any notice to be given shall be delivered or sent by first class post or by email
21. THIRD PARTY RIGHTS
Nothing in this Agreement grants any rights to any person who is not a party to this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby excluded.
22. VEHICULAR ACCESS
This Agreement does not automatically grant any right to You for vehicular access to the Property or for the parking of vehicles on the Property. This requires specific negotiation with the Venue.
23. RULES
The Venue may make any rules concerning Your use of the Permitted Area and to elaborate upon any provision in this Agreement. Provided that any such rules are notified to You in writing and are not inconsistent with the terms of this Agreement You must abide by such rules as if they were contained in this Agreement and agreed to by You. The Venue Co-ordinator may issue rules on behalf of the Venue.
24. LAW
This Agreement shall be subject to the law of England and Wales and the Venue and You agree to submit to the exclusive jurisdiction of the English Courts.
1.1 Definitions
The following words and expressions shall have the following meanings:
"Additional Costs” means the sum set out in section 10 of the Hiring Details
"Agreement” means Part A and Part B, and in the event of any conflict between Part A and Part B, Part B shall prevail
"Deposit” means the sum set out in the Hire Agreement
"Facility Fee means the sum set out in section 9 of the Hiring Details being the fee for use of the property for the Function
"Function” means the function referred to at section 2 of the Hiring Details
"Function Manager” means the person You nominate to be responsible for all aspects of the Function whose details are set out in section 4 of the Hiring Details
"Function Staff” means any and all of Your employees, contractors (including but not limited to Third Party Contractors), sub-contractors, agents and suppliers and any one else directly or indirectly associated with the Function (other than the Venue's staff)
"Guests” means the people that attend the Function
"Hiring Details” means those details of the Function, the Hirer and terms of contract set out in Part A of this Agreement
"Hiring Period” means the time period in which the Venue grants You the right to use the studio
"Permitted Area” means that part of the Property (including the contents of that part of the Property) identified in section 7 of the Hiring Details
"Property” means SMOOV Studios, 188 Park Avenue London NW10 7XH
"Services” means those services (if any) to be provided by the Venue set out in section 8 of the Hiring Details
"Standard Terms” means the terms and conditions for use of the Venue property for the Function set out in this Part B which form an integral part of this Agreement
"Third Party Contractor” means a third party contractor engaged by You to carry out functions in relation to the Function, details of which are set out in section 13 of the Hiring Details
"Venue" means the legal entity making the venue available for hire.
"You” means the Hirer and "Your” has a corresponding meaning.
1.2 Interpretation
1.2.1 Unless the context requires otherwise, words in the singular may include the plural and vice versa.
1.2.2 Words importing individuals shall also include reference to incorporated and unincorporated associations and vice versa.
1.2.3 Words importing the masculine gender shall include the feminine gender and vice versa.
1.2.4 A reference to an Act of Parliament includes all derivative instruments, orders, regulations and other matters and in each case any re-enactment, amendment, consolidation or modification from time to time of that Act and any derivative instruments, orders, regulations or other matters.
1.2.5 An obligation owed by more than one person is owed by them jointly and severally.
1.2.6 An obligation by the Hirer not to do something includes an obligation not to permit or allow it to be done.
1.2.7 Headings to clauses, paragraphs and schedules do not affect the construction of this Agreement.
1.2.8 A right granted by the Venue is granted only so far as the Venue can lawfully grant it and is granted in common with all other persons entitled to it and/or authorised by the Venue to exercise it.
1.2.9 A right excepted or reserved to the Venue is also reserved to any other person entitled to it and/or authorised by the Venue.
1.2.10 A provision of this Agreement which is void or unenforceable shall be severed from all other provisions of this Agreement and the remaining provisions shall continue to have effect.
1.2.11 "Include" "includes" and "including" are deemed to be followed by the words "without limitation".
2. FEES AND CHARGING
2.1 You must pay the following fee plus value added tax (if chargeable):
2.1.1 the Deposit at the time of signing this Agreement; and
2.1.2 the Facility Fee (less the amount of the Deposit) and any Additional Costs within 30 days of receipt of an invoice, and the Venue reserves the right to require full or part payment in advance of the Additional Costs not covered by the Facility Fee.
2.2 If the Function runs beyond the time specified in section 5 of the Hiring Details an additional charge may be made at the Venue's discretion. Your hire extends to when the last person vacates the Premises. In the event that this extends beyond the pre-agreed hire allocation, then a fee will be payable as below:
An additional 30 minutes : £100
An additional 60 minutes : £200
An additional 90 minutes : £300
Anything beyond this will result in the forfeiture of the entire deposit.
2.3 The Venue reserves the right to charge You interest on any overdue amount on a daily basis at the rate of 2% above the base rate of the Bank of England in force from time to time which the Parties agree shall be a sufficiently substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.
2.4 You are not entitled to charge Guests for the Function, unless otherwise agreed to in writing by the Venue.
3. INSURANCE
3.1 The Hirer must produce evidence of public liability insurance, with a reputable insurer, for the minimum of 5 million pounds for each and every act or occurrence or series of acts and occurrences and the Venue reserves the right to require you to effect the required policies of insurance in the joint names of Yourself and the Venue or to have the interest of the Venue noted on the insurance, and the right to stipulate special insurance requirements as may be appropriate in all the circumstances.
3.2 If You engage a Third Party Contractor to carry out activities at the Property then You shall ensure that the Third Party Contractor has sufficient insurance cover with a reputable insurer to cover its potential liabilities in relation to its activities at the Property.
3.3 You must provide satisfactory evidence of compliance with the insurance obligations set out in clauses 3.1 and 3.2 at least 7 days in advance of the Function, by providing the Venue with copies of current certificates or cover notes.
4. INDEMNITY/LIABILITY
4.1 You shall indemnify the Venue against all liability suffered by the Venue arising from Your use of the Permitted Area (except to the extent it is caused or contributed by the negligence or default of the Venue) including:
4.1.1 the full cost of repairing any damage to or replacing any breakages or lost items from the Property or any of its buildings, fixtures, fittings or contents arising out of the Function (the Hirer should ensure they conduct a thorough walk through of the Studio prior to the hire and advise the Venue of any physical damage for example, tears in wallpaper, broken mirrors etc);
4.1.2 all losses, damages or expenses suffered by the Venue as a result of Your behaviour or conduct or that of Function Staff or Guests or any other person You invite onto the Property; and
4.1.3 any civil or criminal liability, costs, claims or expenses which arise directly or indirectly out of the Function or as a direct or indirect consequence of any breach by You of the provisions of this Agreement.
4.2 For the avoidance of doubt You acknowledge that the Venue, its employees or agents shall not be liable for:
4.2.1 any damage, loss, delay or expense incurred by You, the Function Staff, Guests or any other person connected with the Function, except for death or personal injury resulting from proven negligence by Venue, its employees or agents;
4.2.2 damage, theft or loss of any property, goods, articles, possessions, objects or similar things used, kept or left at the Property.
5. CONSENTS AND OTHER LICENCES
5.1 You must obtain, and/or ensure that any Third Party Contractor obtains, all licences, permits or consents necessary for the Function to lawfully take place and You must comply, and/or ensure that any Third Party Contractor complies, with any conditions imposed by such licences, permits or consents. You are responsible for any liability that arises directly or indirectly as a result of any non-compliance with or breach of such conditions.
5.2 You must provide the Venue with copies of any licences, permits or consents required before the Function.
5.3 If the Venue consents to You serving alcoholic beverages at the Function, You agree to comply with all relevant alcohol licensing legislation and the liquor licence for the Property in relation to you serving alcoholic beverages at the Function.
5.4 You agree that You fully understand and accept Your responsibilities under all relevant alcohol licensing legislation and the liquor licence for the Property and You agree to indemnify the Venue for any losses or liabilities it may suffer as a result of You and/or the Function Staff failing to comply with each of your respective responsibilities under any relevant alcohol licensing legislation and/or the liquor licence for the Property.
6. FUNCTION CO-ORDINATION
6.1 Your Function Manager must be available at all reasonable times during the Function.
6.2 You are responsible for ensuring that all Function Staff are aware of the provisions of this Agreement, comply fully with them and follow the reasonable and lawful instructions of the Venue (whether acting through its Co-ordinator or otherwise).
7. DAMAGE TO THE PROPERTY
7.1 You must ensure there is no damage to any part of the Property. Display stands, banners and additional lighting may be used in the Property subject to the prior approval of the Venue and any special conditions it may impose. If any damage is caused to the Property as a result of using display stands, banners and/or additional lighting, You shall be liable to fully compensate the Venue for any damage. The Venue is decorated in premium wallpaper, mirror and tiles and therefore nothing can be affixed, either temporarily or permanently, and any damage to the same howsoever made will be the financial responsibility of the Hirer.
7.2 If any loss or damage to the Property occurs during the use of the Property for the Function (including during the preparation for and cleaning up after the Function), You must immediately report this to the Venue and You will be liable to fully compensate the Venue for the damage caused. The Venue will undertake the repairs itself and to charge You for all costs incurred, including the cost of specialist tradesmen.
8. SECURITY
8.1 You must provide and adopt at Your own cost such security measures as may be necessary or advisable for the protection and security of the Property and its contents, Guests, Function Staff and their possessions.
8.2 You must seek the Venue's prior approval of the security measures You plan to adopt and You must make such changes to Your proposed security as the Venue may reasonable require. You must provide the Venue with the following before the Function:
8.2.1 the names of all Guests;
8.2.2 the names of all Function Staff and the estimated arrival and departure times;
8.2.3 details of any deliveries or collections to the Property for the Function; and
8.2.4 any other relevant information. Failure to provide the name of a Guest and /or Function Staff may result in the Venue refusing entry to any Guest or Function Staff who has not been named.
8.3 Function Staff must carry identification at all times when at the Property and may be required to produce it to a Venue representative on request. Guests may, if reasonably required by the Venue be required to wear identification as a guest at the Function. Failure to produce identification satisfactory to the Venue will entitle the Venue to remove a person from the Property.
8.4 The Venue reserves the right (acting reasonably by the Venue Co-ordinator):
8.4.1 to refuse to allow anyone or anything to enter or remain on-site if it considers there to be a risk to people or the Property, or the likelihood of nuisance being caused; and
8.4.2 to stop and search any Function Staff or Guest entering or leaving or otherwise using the Property.
9. HEALTH, SAFETY AND FOOD HYGIENE COMPLIANCE
9.1 At all times throughout this Agreement, You must comply and ensure that all Function Staff comply with:
9.1.1 health and safety legislation and relevant industry standards;
9.1.2 all Venue health, safety, fire and environmental requirements, codes of practice and guidance as notified in writing by the Venue; and
9.1.3 the external users guidance notes which are attached to this agreement as Part D, including the submission of a detailed risk assessment for the Function.
9.2 You must comply and ensure that all Function Staff comply with food hygiene legislation and relevant industry standards at all times.
9.3 You must ensure that emergency exit routes are kept clear at all times and in the event of an emergency evacuation You, all Function Staff and Guests shall:
9.3.1 evacuate the building immediately using the designated fire exits (the spiral ramp is not an evacuation route); and
9.3.2 on leaving the building, make your way to the designated assembly point in front of Blue Light Services Ltd opposite to the Property.
9.4 Wheelchair access is available at the Studio, but ideally arrangements should be agreed in advance. For fire safety reasons wheelchair users may only account for a maximum of 10% of the Studio’s guest capacity. If a greater number of wheelchair users will be attending the Studio for the purposes of the Hire, the Hirer must submit a written request for increased capacity to the Studio Manager. Smoov Studios shall then use all reasonable endeavours to satisfy your request.
9.5 It is the responsibility of the Hirer to undertake and comply with all the requirements imposed by fire regulations in relation to the Studio and the purpose of the Hire.
9.5.1 The Hirer is responsible to ensure any additional equipment that is brought onto the Premises complies with all relevant testing requirements including portable appliance testing (‘PAT testing’). All such equipment must bear the appropriate labels and be accompanied by the appropriate certificates as proof of such testing and compliance.
9.5.2 Smoov Studios shall have the right to inspect electrical equipment at any time during the Hire Period for compliance with
Clause 13.2 and shall have the right to remove, or request the removal of, any equipment not in compliance with that provision from the Studio.
9.5.3 The Studio has a generous number of electrical sockets, but no assurances are offered in terms of capacity and suitability for the needs of any hirer. The use of multi-socket adapter plugs or extension blocks that increase the total number of sockets is not recommended.
9.5.4 The Hirer will be made aware of all fire exits and fire equipment prior to the start of the Hire Period, however, it is the responsibility of the Hirer to inform any guests of such fire exits and fire equipment. All fire exits, and access thereto must remain completely unobstructed. All signs for fire exits and fire equipment must remain as prominent and visible as they are when the Studio is unoccupied. Fire equipment must not be moved from the Site unless being used for its intended purpose.
9.5.5 The Studio hire is subject to a maximum capacity dependant upon the event type and layout. Smoov Studios shall have the right to inspect the Studio at any time during the Hire Period and shall request the removal of any number of persons in excess of the numbers stated in the Studio.
9.6 The Venue staff and officers reserve the right to exercise at its sole and absolute discretion to refuse
entry to or evict, any persons for any reason whatsoever.
9.6.1 The Hirer must ensure at all times that its agents, officers, sub-contractors and guests do not bring flammable substances of any description into the Studio.
9.6.2 The Hirer, its employees, agents, officers, sub-contractors and guests must not make any alteration or addition to the Studio whatsoever, without prior written consent of the Venue.
9.6.3 The Hirer shall not permanently install any furniture, fixtures or fittings within the Studio without prior written consent of the Venue.
10. EQUAL OPPORTUNITIES
As a manager, employer and provider for services, You shall do all that You can reasonably do to seek the elimination of all forms of discrimination in Your employment practices, management and provision of your services in relation to sex, religion, race, disability and sexual orientation in accordance with an established equal opportunities policy (as amended from time to time). You shall provide a copy of Your equal opportunities policy to the Venue upon request. In any event You shall not unlawfully discriminate within the meaning and scope of the provisions of the Race Relations Act 1976, the Sex Discrimination Acts 1975 and 1986 and the Disability Discrimination Act 1995 and shall take all reasonable steps to ensure that all Your Function Staff or agents and all sub-contractors (including Third Party Contractors and their staff) employed in the provision of the Function do not unlawfully discriminate. In the event of any judicial or other official finding of unlawful discrimination by You, You shall take all reasonable steps to prevent a repetition of the unlawful discrimination and shall provide details of those steps to the Venue upon request. In the provision of the Function, You shall ensure that the Function Staff behave with courtesy and respect to everyone regardless of sex, religion, race, disability and sexual orientation. You shall provide such information as the Venue may reasonably request for the purpose of assessing Your compliance with this clause 10.
11. CATERING
The Venue provides no catering facilities and therefore You agree to make your own arrangements. Details of any Caterers need to be provided to the Venue prior to the event. If the Caterer wishes to use any of the equipment at the property, then You need to ensure You have familiarised yourself with the available facilities. The approved caterer shall supply their own crockery, glassware, cutlery, linen and the like. You must also ensure that the approved caterer leaves the kitchen in a clean condition and removes all waste and equipment and other goods brought on-site by it. A failure by the approved caterer to do so may result in You incurring an additional charge in accordance with clause 14.2.
12. DELIVERIES AND COLLECTIONS
All deliveries to and/or collections from the Property of goods in relation to the Function shall be made by You at the loading bay accessed via the service tunnel at Braidwood Street. You agree that the Venue shall not be liable for any goods left unattended by You at the loading bay.
13. SMOKING
The Hirer acknowledges that smoking is not permitted inside the Studio and they will deal with all incidents of any breach of this legal requirement.
14. CLEARING UP AND CLEANING UP
14.1 Any equipment used for the Function not supplied by the Venue must be removed within the agreed day(s)/times specified in section 5 of the Hiring Details. If You do not comply with these obligations, the Venue may move such equipment and charge You any costs and expenses it incurs in doing so, which You agree to pay on demand.
14.2 You are responsible, unless agreed with the Venue otherwise in writing, for removing all litter or waste resulting from the Function. If You do not comply with this obligation to the Venue's satisfaction, the Venue may remove the litter or waste and charge You for any costs and expenses it incurs in so doing, which You agree to pay on demand.
15. CANCELLATION
15.1 If You cancel the hiring of the Permitted Area pursuant to this Agreement, You will remain liable for any costs the Venue may have incurred or incurs on Your behalf as a consequence of such cancellation and all costs which the Venue has incurred in participation of You completing this Agreement. The Venue may, in its absolute discretion, waive or reduce the monies recoverable under this clause 15.1 and nothing in this clause will prevent the Venue claiming incurred costs for cancelling the hiring of the Permitted Area.
15.2 The Venue may cancel this Agreement at any time by immediate written notice to You if:
15.2.1 You are in material breach of any of the terms of this Agreement and You fail to remedy such breach (if capable of remedy) within such reasonable period as the Venue specifies by written notice to You; or
15.2.2 You cease to carry on business or enter into receivership, administration or liquidation (except for the purposes of amalgamation or solvent reconstruction) or become or are declared insolvent, and in such circumstances Venue may claim the costs incurred by the Venue as a result of this Agreement. Nothing in this clause 15.2 shall prevent the Venue claiming damages for breach of contract.
15.3 The Venue reserves the right to cancel this Agreement if the Venue judges the Function to be offensive to a reasonable person or likely to endanger people or the Property or is otherwise likely to adversely affect the image, standing or reputation of the Venue. If the Venue cancels this Agreement pursuant to this clause 15.3 then the Venue shall refund the Deposit to You in full and shall have no other liability to You.
16. STATUS OF THIS AGREEMENT
16.1 This Agreement does not create any partnership, agency, or employment relationship between You and the Venue nor the relationship of landlord and tenant.
16.2 No legal or equitable interest in the Property or any other right is created by this Agreement other than as expressly provided in this Agreement and You must respect the Venue's use and continued occupation of the Property and must not enter any part of the Property other than the Permitted Area. Nothing in this Agreement grants You the right to exclusive possession of the Property or any part or the right to exclude the Venue or the Landlord.
17. ASSIGNMENT AND THIRD PARTY CONTRACTORS
17.1 You may not assign, sub-contract or transfer this Agreement or any of Your rights or obligations without the prior written consent of the Venue. Such consent shall not relieve You from any liability or obligation under this Agreement and you shall be responsible for the acts, omissions, defaults or negligence of your sub-contractors, agents or servants as fully as if they were acts, omissions, defaults or negligence of Yourself.
17.2 The Venue may assign all or any of its rights and obligations under this Agreement to any company which would (if the Venue were a company) be a subsidiary of the Venue.
17.3 Without limiting the generality of clause 17.1 above, the Venue acknowledges that You have engaged the Third Party Contractors named in section 13 of the Hiring Details in relation to the activities referred to in that section and You agree to be responsible for the acts, omissions, defaults or negligence of the Third Party Contractors as fully as if they were acts, omissions, defaults or negligence of Yourself.
18. FORCE MAJEURE
18.1 If either You or the Venue are prevented from complying with Your respective obligations under this Agreement by reason of a force majeure event, such event of force majeure shall not be deemed to be a breach of this Agreement. In such circumstance the Venue and You agree, without prejudice to other remedies, to discuss in good faith how to resolve any resulting problems.
18.2 Each party agrees to take all reasonable action to mitigate any disruption caused by a force majeure event.
18.3 For the purpose of this clause 18, a force majeure event shall mean any circumstance beyond the reasonable control of a party which renders the continued satisfaction of that party’s obligations under this Agreement illegal or impossible, including, but not limited to, fire, flood (including flooding anywhere in the Property), Act of God, riot, civil disturbance, industrial dispute (not directly involving either party), war or sabotage.
19. ENTIRE AGREEMENT
19.1 This Agreement contains the entire understanding of the Venue and You with regard to its subject matter and supersedes all prior arrangements, understanding and agreement (whether written or oral).
19.2 No amendment or variation of this Agreement shall be effective unless in writing and signed by the duly authorised representatives of the Venue and You.
20. NOTICES
Any notice to be given shall be delivered or sent by first class post or by email
21. THIRD PARTY RIGHTS
Nothing in this Agreement grants any rights to any person who is not a party to this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby excluded.
22. VEHICULAR ACCESS
This Agreement does not automatically grant any right to You for vehicular access to the Property or for the parking of vehicles on the Property. This requires specific negotiation with the Venue.
23. RULES
The Venue may make any rules concerning Your use of the Permitted Area and to elaborate upon any provision in this Agreement. Provided that any such rules are notified to You in writing and are not inconsistent with the terms of this Agreement You must abide by such rules as if they were contained in this Agreement and agreed to by You. The Venue Co-ordinator may issue rules on behalf of the Venue.
24. LAW
This Agreement shall be subject to the law of England and Wales and the Venue and You agree to submit to the exclusive jurisdiction of the English Courts.