Last updated: October 2022
- M&E Services
On request of the Client, CWT Global B.V. trading as CWT Meetings & Events acting on behalf of its affiliates, as applicable (“CWTM&E”), and/or for the benefit of, its client (“Client”), shall provide the M&E Services as specified in any mutually agreed agreement, order or Statement Of Work (SOW), subject to these General Terms and Conditions, which collectively form an agreement (“M&E Agreement”). In the event of any inconsistency between (i) the SOW and (ii) these General Terms and Conditions, the provisions in the SOW shall take precedence. No changes shall be validly made to this M&E Agreement unless expressly agreed in writing between the parties.
- Term and Termination
2.1 CWT M&E shall perform the M&E Services for the period of time specified in the M&E Agreement, unless otherwise extended or terminated.
2.2 Either party may terminate the M&E Services at any time by serving written notice on the other party if the other party (i) commits a material breach of any obligation of this M&E Agreement and such breach (if capable of remedy) has not been remedied within thirty (30) days following receipt of notice describing such breach, or (ii) becomes insolvent, becomes bankrupt or has insolvency proceedings filed against it. Termination shall not affect a party’s accrued rights or liabilities, whether under contract or law.
- Use of Third Party Suppliers
3.1 Client acknowledges that certain services of third party suppliers may be required to provide any part of the M&E Services. CWT M&E shall use commercially reasonable efforts to assist Client in managing and coordinating the applicable third party services as specified, and in the manner set forth, in the SOW, or as otherwise agreed in writing from time to time.
- Third Party Supplier Costs.
4.1 Where the parties have agreed that Client shall enter into bookings relating to any of the M&E Services directly with third party suppliers, Client shall pay the associated third party costs directly to such third party suppliers and Client shall be solely responsible for the consequences of any failure to comply with the applicable third party supplier’s booking terms (including, without limitation, any applicable cancellation terms and associated fees).
4.2. Where the parties have agreed that CWT M&E shall enter into bookings with third party suppliers on behalf of Client:
(i) CWT M&E shall act as a disclosed agent of Client, acting only in accordance with Client’s written instructions and within the written limits of authority granted by Client; and
(ii) Client shall pay all related third party costs to CWT M&E in the manner set forth in the SOW. Subject to Client providing CWT M&E sufficient funds, CWT M&E shall settle invoices relating to third party costs following receipt of an applicable third party supplier invoice. If a deposit is requested by a third party supplier, a deposit invoice will be sent to the Client and must be paid to CWT M&E before payment is made to the third party supplier.
- CWT M&E Fees and Expenses
5.1 In consideration of the M&E Services rendered by CWT M&E to Client, Client shall pay fees to CWT M&E (“CWT M&E Fees”) as set forth in Annex 1 and/or further set out in an SOW.
5.2 Client shall reimburse CWT M&E in respect of the cost of reasonable travel expenses incurred by CWT M&E in connection with the M&E Services, subject to the production of appropriate evidence of payment.
5.3 Payment of the CWT M&E Fees and any other amounts due to CWT M&E shall be made free of any withholding or counterclaim within fourteen (14) days of receipt of a valid invoice, or as otherwise set forth in the SOW. All CWT M&E Fees, costs and expenses shall be exclusive of value added tax or any other equivalent applicable sales tax or duty.
- Delayed Payment / Non-Payment
6.1 CWT M&E shall not be required to make any bookings nor make payments to third party suppliers in the event that Client is in default of its obligations under this M&E Agreement. Client acknowledges that its delay or failure to make payments (including any deposits) when due under this M&E Agreement, may result in increased CWT M&E Fees, increased third party costs and/or third party suppliers no longer being available to provide certain services.
6.2. In the event of non-payment by Client and/or its Affiliate, CWT M&E reserves the right to suspend provision of M&E Services to the defaulting entity until it has received full payment for all amounts due, and may offset any amounts owed to Client as described in the M&E Agreement or SOW by any amounts overdue to CWT M&E by Client.
- Cancellation of M&E Services
7.1 Client shall notify CWT M&E promptly in writing of the cancellation of any M&E Services (whether in whole or in part) and/or any third party services. In respect of cancellation, CWT M&E reserves the right to charge Client cancellation fees as set forth in the SOW (if any), together with full reimbursement of costs relating to the M&E Services performed under the SOW (including time spent negotiating cancellation terms with third party suppliers. Client acknowledges that it shall remain responsible for all third party costs, including, without limitation, costs which relate to Client’s cancellation of such third party services.
7.2 In the event the Client requests a Project to be postponed, in whole or in any part, for any reason, CWT M&E shall present a revised budget to Client to take into account any additional fees to be incurred as a result of the postponement. The Client shall inform CWT M&E promptly of its decision to either postpone the Project by accepting the revised budget or to continue the Project.
- Disclaimers
8.1 Client acknowledges that third party suppliers are independent and outside the control of CWT M&E. CWT M&E shall not be responsible for the acts or omissions of any third party supplier, save to the extent this is directly attributable to CWT M&E’s failure to comply with its obligations under this M&E Agreement. In the event that a third party supplier defaults prior to providing any third party services for which payment has been made, Client’s sole recourse for refund shall be with the defaulting third party supplier or its own insurer.
8.2 In the event that Client selects a third party supplier to provide any of the M&E Services and instructs CWT M&E to pay monies to such third party supplier on behalf of Client, Client shall be solely responsible in respect of any such monies payable to such third party supplier. CWT M&E disclaims any and all liability arising out of an event of default in relation to such third party supplier.
8.3 Client shall be responsible for the acts and omissions of any individuals that make use of the M&E Services at Client’s invitation or request (excluding CWT M&E personnel or third party supplier personnel). In certain circumstances, CWT M&E and/or third party suppliers may request individuals to sign waivers and/or liability release forms in order to enable participation in a meeting or event. A refusal by an individual to sign a waiver and/or liability release may prevent such participation.
- Technology
As part of the Services, CWT M&E may grant Client access to certain CWT Technology as defined and on the terms and conditions as described in the following link:
https://www.mycwt.com/legal/cwttechnologytc/ (“Technology Terms”).
- Liability and Indemnity
10.1 Each Party agrees to indemnify and hold the other Party harmless from and against any and all claims, suits, actions, legal proceedings, judgments, sanctions, fines, penalties, awards, losses, liabilities, damages, costs and/or expenses (including reasonable professional fees) of whatever kind incurred as a result of claims made by third parties directly arising out of any failure by such Party to perform any obligation or undertaking under the Agreement.
10.2 The total liability of either Party in respect of this Agreement shall be limited to an amount equivalent to the total M&E Fees due and paid to CWT M&E under the M&E Agreement.
10.3 Neither of the Parties, nor their respective Affiliates, shall be liable for any loss of profit, business, goodwill or revenue or any special, punitive, indirect or consequential loss or damages arising as a result of the performance of the M&E Agreement, howsoever caused and irrespective of any negligence or fault.
- Insurance
11.1 Client shall put in place and maintain adequate insurance with a reputable insurer to cover losses suffered by Client and Client’s employees, contractors, participants and other third parties making use of the M&E Services.
11.2 If a third party supplier requires additional insurance to be put in place in respect of any of the M&E Services, Client shall be responsible for, and shall bear the cost of, such insurance, as set forth in the Order
- Miscellaneous
A person or entity that is not a party to the Agreement shall not have any rights to enforce its terms
This Agreement including details of the Order may only be varied following mutual written agreement between the parties to this Agreement.
Any dispute or claim arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of CWTM&E location.