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Terms & conditions


Interpretation

1.1 Definitions: In these conditions of contract the following definitions apply:


Acceptance: the acceptance agreement signed by the Customer, or by Portman as agent on behalf of the Customer, confirming numbers and confirming the option which the Customer has selected from the Proposal for their Customer Event or Group Booking.


Break Fee: a fee which is payable to Portman to cover the cost of any initial research carried out in relation to the Customer Event.


Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.


Charges: the Fees (as defined below) together with any sums due to the Third Party Suppliers (whether set out in the Acceptance or incurred as an extra cost during the course of a Customer Event and/or Group Booking).


Commencement Date: has the meaning set out in Condition 2.2.


Commission: means any basic commission (whether calculated on a per sector or per ticket basis or as a proportion of a ticket price) received by Portman from a Third Party Supplier solely and directly in respect of the booking of an individual travel service or ticket less any third party fees incurred for all pre-booked elements of the Services.


Conditions: these terms and conditions.


Customer: the customer who the Proposal and Acceptance is addressed to.


Customer Event: an event managed by Portman on behalf of the Customer.


Deposit: a non-refundable deposit required by Portman to secure booking of the Customer Event, which will be outlined in the Proposal.


Fees: the fees chargeable by Portman for the Services which are detailed in the Acceptance


Group Booking: the management of the provision of accommodation and/or air travel by a Third Party Supplier for a party of ten or more.


Order Form: the order form completed by the Customer online, by email or via telephone call with Portman staff, which provides the specification to Portman for the Customer Event and/or Group Booking.


Portman: Portman Travel Limited (registered company number 620104) with a registered office at Level 13, The Broadgate Tower, Primrose Street, London EC2A 2EW


Proposal: the proposal or costing which outlines various options to provide the Services.


Services: the management of Third Party Suppliers to provide accommodation, a function/meeting room and associated services for the purposes of a Customer Event and/or Group Booking.


Third Party Supplier: any third party who supplies accommodation, meeting room or conference venue hire and/or any other travel services to the Customer for the purposes of a Customer Event and/or Group Booking.


1.2 Construction: In these conditions, the following rules apply:


(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);


(b) a reference to a party includes its successors or permitted assigns;


(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;


(d) any phrase introduced by 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; and


(e) a reference to writing or written includes faxes.



Basis of contract

2.1 The Proposal constitutes an offer by Portman to act as disclosed agent on behalf of the Customer to instruct Third Party Suppliers to provide the Services.


2.2 These Conditions shall have legal effect and be binding on the Customer from the earlier date of (a) the Customer filling in the Order Form and returning it to Portman; or (b) Portman sending the Proposal to the Customer (Commencement Date).


2.3 The Acceptance and these Conditions constitute the entire agreement between the parties in respect of their subject matter, unless otherwise agreed in writing by Portman. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Portman which is not set out in the Acceptance, Proposal or these Conditions. Any samples, drawings, descriptive matter or advertising issued by Portman, and any descriptions or illustrations contained in the Third Party Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the agreement between Portman and the Customer for the supply of the Services.


2.4 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


2.5 The Proposal is only valid for acceptance for the period specified in the Proposal.


2.6 The acceptance is only valid for acceptance for the period specified in the Acceptance.


Supply of Services

3.1 Portman shall supply the Services to the Customer in accordance with the Proposal.


3.2 Portman shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Portman shall notify the Customer in any such event.


3.3 Portman warrants to the Customer that the Services shall be provided using reasonable care and skill.

Customer's Obligations

4.1)The Customer shall:


a) ensure that any information given to Portman to complete the Proposal are complete and accurate;


b) co-operate with Portman in all matters relating to the Services;


c) provide Portman with such information and materials as Portman may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;


d) be deemed to have entered into a direct agreement with a Third Party Supplier in relation to the provision of the Services when the Acceptance is signed; and


e) pay any sums due to Portman in accordance with condition 5.


4.2) If Portman's performance of any of its obligations under these conditions is prevented or delayed by any act or omission by the Customers or failure by the customer to perform any relevant obligation (customer default):


a)  Portman shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Portman's performance of any of its obligations;


b) Portman shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Customer’s failure or delay to perform any of its obligations as set out in Condition 4.1; and


c) the Customer shall reimburse Portman on written demand for any costs or losses sustained or incurred by Portman arising directly or indirectly from the Customer Default.


4.3) The Customer shall:


a) be directly liable to a Third Party Supplier for any breaches of an agreement deemed to be entered into with a Third Party Supplier in relation to Condition 4.1(d) (whether an agreement has been signed or not); and


b) indemnify Portman against any claims made by a Third Party Supplier against Portman as a result of the Customer failing to adhere to the terms of any agreement with a Third Party Supplier.

Commission, charges and payment

5.1 The Commission shall be retained by Portman.


5.2 Portman reserves the right to charge the Break Fee where the Customer declines to accept a Proposal.


5.3 The Fees shall be included in the invoices issued by Portman in accordance with Condition 5.4.


5.4 Portman shall invoice the Customer for:


(a) the Deposit on signature of the Acceptance; and


(b) the balance of Charges in accordance with timescales laid out in the Acceptance or on completion of the Customer Event and/or Group Booking which shall be payable in cleared funds on the date when it is invoiced (Due Date).


5.5 All amounts payable by the Customer under these Conditions are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under these Conditions by Portman to the Customer, the Customer shall, on receipt of a valid VAT invoice from Portman, pay to Portman such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.


5.6 Without limiting any other right or remedy of Portman, if the Customer fails to make any payment due to Portman under these Conditions by the Due Date, Portman shall have the right to charge interest on the overdue amount at the rate of 1.5% per cent per month from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.


5.7 The Customer shall pay all amounts due under these Conditions in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Portman in order to justify withholding payment of any such amount in whole or in part.


5.8 The Customer shall be liable for any merchant fees incurred by Portman in processing payments made by card.

Confidentiality
6.1 A party (Receiving Party) shall keep in strict confidence all commercial know-how, prices or ways of doing business which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under these Conditions, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This Condition 6 shall survive termination of these Conditions.
Limitation of liability: The Customers attention is particularly drawn to this condition

7.1 Nothing in these Conditions shall limit or exclude the Portman's liability for:


(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or


(b) fraud or fraudulent misrepresentation.


7.2 Subject to Condition 7.1:


(a) Portman shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Conditions; and


(b) Portman's total liability to the Customer in respect of all other losses arising under or in connection with these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by shall not exceed the Fees paid by the Customer to Portman.


7.3 Third Party Suppliers are not contractors or sub-contractors or agents of Portman. Portman shall not be liable for any acts or omissions of Third Party Suppliers and the Customer’s sole remedy shall be against the relevant Third Party Supplier or their respective insurers.


7.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.


7.5 This Condition 7 shall survive termination of these Conditions.

Termination

8.1 Without limiting its other rights or remedies, each party may terminate the agreement under these Conditions with immediate effect by giving written notice to the other party if:


(a) the other party commits a material breach of these Conditions and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing of the breach;


(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;


(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;


(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;


(e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;


(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);


(g) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;


(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;


(i) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 8.1(b) to Condition 8.1(h) (inclusive);


(j) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or


8.2 Without limiting its other rights or remedies, Portman may terminate these Conditions with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under these Conditions on the Due Date.


8.3 Without limiting its other rights or remedies, each party shall have the right to terminate these Conditions by giving the other party 1 month’s written notice.


8.4 Without limiting its other rights or remedies, Portman shall have the right to suspend provision of the Services under these Conditions r if the Customer becomes subject to any of the events listed in Condition 8.1(b) to Condition 8.1(j), or Portman reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the Due Date.

Consequences of termination

9.1 On termination of the Conditions for any reason:


(a) the Customer shall immediately pay to Portman all of the Portman’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Portman shall submit an invoice, which shall be payable by the Customer immediately on receipt;


(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Conditions which existed at or before the date of termination or expiry; and


(c) Conditions which expressly or by implication have effect after termination shall continue in full force and effect.

General

10.1 Force majeure:


(a) For the purposes of this Conditions, Force Majeure Event means an event beyond the reasonable control of Portman including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Portman or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.


(b) Portman shall not be liable to the Customer as a result of any delay or failure to perform its obligations under these Conditions as a result of a Force Majeure Event.


(c) If the Force Majeure Event prevents Portman from providing any of the Services for more than 4 weeks, Portman shall, without limiting its other rights or remedies, have the right to terminate these Conditions immediately by giving written notice to the Customer.


10.2 Assignment and subcontracting:


(a) Portman may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these  and may subcontract or delegate in any manner any or all of its obligations under these Conditions to any third party or agent.


(b) The Customer shall not, without the prior written consent of Portman, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.


10.3 Notices:


(a) Any notice or other communication required to be given to a party under or in connection with these Conditions shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.


(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.


(c) This Condition 10.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this Condition, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.


10.4 Waiver:

 

(a) A waiver of any right under these Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.


(b) Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.


10.5 Severance:


(a) If a court or any other competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.


(b) If any invalid, unenforceable or illegal provision of these Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.


10.6 No partnership: Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.


10.7 Third parties: A person who is not a party to these Conditions shall not have any rights under or in connection with it.


10.8 Variation: Any variation, including the introduction of any additional terms and conditions, to these Conditions, shall only be binding when agreed in writing and signed by Portman.


10.9 Governing law and jurisdiction: These Conditions, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.