Without Hire Space 360
i) Deliverables
Supplier Name
The Westminster
Event Package
N/A
Description
14 Oct 2025
Due Date
iv) Payment Schedule
Amount
£ 0.00
Less than 30 days before the event
Until (not including)
v) Cancellation Terms
Percent Refund Available
0%
Contact Name
Jeremy
Contact Email
The Westminster
Contact Phone
+447123 456 789
iii) Supplier Contact Details
Supplier Name
The Westminster
1
Qty
GBP
Currency
ii) Costings
Description
Package
10,000.00
Total (excl tax)
20%
Tax Rate
10,000.00
Unit Price
EN-8AH0 - Your Company Conference
Event Date(s): 16 Jan 2026
Total Cost (exc. VAT): £10,000.00
Total Cost (inc. VAT): £12,000.00
Hire Space Contact: Jake Lewis
Client Contact: Jane Smith ( jane.smith@company.com )
Full Terms And Conditions
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION
WAIVER. IT AFFECTS YOUR LEGAL RIGHTS UNLESS YOU OPT OUT, AS DETAILED IN THE ARBITRATION AND
CLASS ACTION WAIVER BELOW. THIS WAIVER, WITH LIMITED EXCEPTION, REQUIRES YOU AND HIRE SPACE
TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION. PLEASE READ CAREFULLY.
1. Definitions
1.1. Advance Payment: means a payment made by Hire Space on behalf of the Client to a sub-contractor
where the corresponding payment has not been made to Hire Space as agreed in Section (iv) on this
contract. Charges will apply as agreed in clause 5 of this Contract.
1.2. Customer Data: means all personal data, materials, drawings, specifications and other data supplied
by the Client to Hire Space. This includes any personal data where the Client is the data controller and
Hire Space is the data processor.
1.3. Deliverables: As described in Section (i) on this contract.
1.4. Event: the provision, hire or letting of a goods or services by Hire Space or a sub-contractor to a
Client on an Event Date(s) in exchange for money or other benefit. This may be, but is not limited to, the
hire of a venue or the provision of event related services.
1.5. Event Date: the date or consecutive dates on which an Event for which a Confirmed Booking is
made, takes place. For the avoidance of doubt, this includes any set up and de-rig days.
1.6. Force Majeure: shall mean an event beyond the control of either party, including but not limited to:
1.6.1. act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and
floods);
1.6.2. war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation,
requisition, or embargo;
1.6.3. rebellion, revolution, insurrection, or military or usurped power, or civil war;
1.6.4. contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the
combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any
explosive nuclear assembly or nuclear component of such assembly;
1.6.5. riot, commotion, go slows, lock outs or disorder, unless solely restricted to employees of the
Supplier or of his Subcontractors; or
1.6.6. acts or threats of terrorism.
2. Hire Space Responsibilities
2.1. Hire Space will be responsible for the provision to the Client of the Deliverables described in Section
(i) of this Contract.
2.2. In supplying the Deliverables, Hire Space shall:
This is a contract (Hereafter referred to as the ”Contract”) between:
a) Hire Space Website Limited, Company Number 07828456, of 40 Ashley Gardens, Ambrosden Avenue,
London, SW1P 1QE, United Kingdom. Hereafter referred to as “Hire Space”; and
b) Your Company. Hereafter referred to as the “Client”.
3. Client Responsibilities
3.1. The Client shall:
3.1.1. cooperate with Hire Space, and any named sub-contractors, in all matters relating to the
Services.
3.1.2. agree to comply with any restrictions as outlined in Section (i) of this contract.
3.1.3. provide, in a timely manner, such information as Hire Space may reasonably require in order to
adequately perform the Services under the Contract, and ensure that it is accurate and complete in
all material respects.
3.1.4. be liable to pay to Hire Space, all payments due in Section (iv) of this Contract by the date
specified in Section (iv) of this contract.
3.1.5. be liable to pay to Hire Space, any additional charges incurred according to the pre-agreed
pricing laid out in Section (iv) of this Contract.
2.2.1. deliver the Deliverables:
2.2.1.1. themselves, with reasonable care and skill; or
2.2.1.2. arrange for a suitable sub-contractor to deliver the Deliverables in accordance with the
service description set out in Section (i) of this contract.
2.2.2. In this case that the Deliverables are delivered by a sub-contractor:
2.2.2.1. Hire Space shall take all due care to ensure that the sub-contractor is suitable for the
delivery of the Deliverables;
2.2.2.2. if the stated sub-contractor in the Contract transpires to be unable to deliver the
Deliverables:
2.2.2.2.1. Hire Space shall use best efforts to arrange for an alternate sub-contractor;
2.2.2.2.2. Hire Space shall be responsible for the delivery of the Deliverables, if any inability to
deliver the Deliverables is due to reasons that would have been reasonable for Hire Space to
have known at the time this Contract was signed.
2.2.2.2.3. Hire Space shall not be responsible if any inability to deliver the Deliverables is due
to reasons that would have been unreasonable for Hire Space to have known at the time this
Contract was signed, or where the Client was aware of these reasons at the time of signing,
but failed to inform Hire Space. In this case, the Client may decide if they wish to engage (an)
alternate sub-contractor(s) through a separate contract.
2.2.3. use all reasonable commercial endeavours to fulfil the requirements set out in the Contract by
the specific dates as set out in the Contract following the Deliverables. Time shall not be of the
essence in relation to meeting such dates.
2.2.4. Hire Space, and all sub-contractors, shall observe and comply with all applicable laws
(including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015), rules, regulations,
directions, codes of practice and guidelines imposed by national law or any competent authority
which are applicable. Hire Space shall not be liable under the Contract if, as a result of such
compliance, it is in breach of any of its obligations under the Contract.
3.1.5.1. If these charges are agreed before the first event date, they will be due upon 28 days of an
invoice being presented, or the first Event Date, whichever is sooner.
3.1.5.2. If these charges are agreed during the Event and the sub-contractor requires payment on
the day, then payment will be due on the day
3.1.5.3. If these charges are incurred during the Event, and the sub-contractor requires payment
post-event, then they the payment will be due 28 days after a mutually agreed invoice is
presented to the Client by Hire Space.
3.1.6. be liable to pay Hire Space any undisputed additional charges which are agreed between a
Supplier and the Client where either party then presents an undisputed invoice to Hire Space
3.1.6.1. If Hire Space is presented with an unrecognised supplier invoice by the Supplier, then Hire
Space shall produce a corresponding client invoice which shall be sent to the Client. When this
invoice is paid, or Advance Payment has been agreed by the Client, then Hire Space will pay the
invoice to the Supplier. Alternatively, the Client may reject this invoice in which case the supplier
invoice will not be paid out by Hire Space.
3.1.6.2. If Hire Space is presented with any supplier invoice by the Client, then Hire Space shall
produce a corresponding client invoice which shall be sent to the Client for payment. When this
invoice is paid, or Advance Payment has been agreed by the Client, then Hire Space will pay the
invoice to the Supplier.
3.1.6.3. the Client shall be responsible for making Hire Space aware of any additional Charges
agreed between Client and the Supplier, by either sending any undisputed invoice for these
charges to Hire Space, or requesting that the Supplier sends an undisputed invoice for these
charges to Hire Space.
3.1.6.4. Hire Space shall not, and cannot, be held responsible for payment of additional charges
that it has not been made aware of. Please use
this form
to make Hire Space aware of any additional invoices.
3.1.7. be liable to pay to Hire Space, any and all cancellation fees as set out in Section (v) of this
contract.
3.1.8. be liable for ensuring that the sub-contractors proposed by Hire Space, are of satisfactory
quality and fit for purpose. For the avoidance of doubt, any reason the sub-contractor may not be of
satisfactory quality and fit for purpose which the Client is aware of when this contract is signed must
be communicated to Hire Space.
3.1.9. to the fullest extent permitted by applicable laws, assume full responsibility for the conduct of
all persons in attendance at your Event, and liability for loss and/or any damage done during the time
of your Event caused by your employees, temporary workers, agents, contractors, sub-contractors as
well as any attendees of the event.
3.1.10. not remove any unconsumed consumables from the Event irrespective of whether the Client is
liable to any charges for such consumables.
3.1.11. inform Hire Space of any on the day spend, or spend otherwise not itemised in this Contract, so
that Hire Space can invoice the Client for this additional spend.
3.1.12. pay any invoice presented after the Event for any on the day spend, or spend otherwise not
itemised in this Contract.
4. Sub-Contractor Responsibilities
4.1. Any named sub-contractor listed in Section (iii) reserves the right to:
4.1.1. refuse any person or to completely cease service of alcoholic beverages at its discretion for any
reason, including (without limitation) consideration in its sole discretion that any persons requesting
service are below the legal age limit or appear to be intoxicated or due to other improper behaviour.
4.1.2. end the Event immediately if the Client does not comply with reasonable requests to reduce or
eliminate disturbance to others through excessive noise, light or other disturbance.
4.1.3. withhold the deliverables should the client fail to make payment to Hire Space according to
Section (iv) of this contract within 7 days of the specified payment date, or any event date, whichever
is sooner. This may include, but is not limited to, releasing dates, not pre-ordering food or other
consumables, or refusal of entry.
3.1.13. confirm they have fully and fairly disclosed the purpose for, and the nature of, the event
including but not limited to the number of proposed guests and any entertainment equipment or
special effects which may contribute a special risk.
3.1.14. not affix anything to any part of any space used for the Event, nor shall any other furniture be
brought onto into these spaces without the express previous consent of the relevant sub-contractor.
3.1.15. not mark, soils or damage any space used for the Event or its contents. A charge determined
by the relevant sub-contractor may be incurred for such damage.
3.1.16. not sub-let the any areas or services provided as part of the deliverables.
3.1.17. not provide alternative food and beverage at the Event without the prior written consent of the
the relevant sub-contractor
3.1.18. be responsibility for any personal property such that any named sub-contractor accepts no
liability for any loss, damage, removal or theft to or of any such personal property.
3.1.19. complete any risk assessment as required by any sub-contractor named in this Contact. The
Client shall also be responsible for adhering to their own risk assessment and will be liable for any
damages that occur as a result of any breach by them of their own risk assessment.
3.1.20. no later than the end of the hire period ensure that any spaces used for the Event are clean,
undamaged and free from rubbish and remove from these spaces any items which has been brought
3.1.21. into these spaces in connection with the event. A charge determined by the relevant sub-
contractor may be incurred by the hirer for storage or additional cleaning as required.
observe and comply with all applicable laws (including but not limited to the Bribery Act 2010 and the
Modern Slavery Act 2015), rules, regulations, directions, codes of practice and guidelines imposed by
national law or any competent authority which are applicable. The Client shall not be liable under the
Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.
3.2. If Hire Space’s, or a nominated sub-contractor’s, performance of its obligations under the Contract is
prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or
employees, then Hire Space shall:
3.2.1. not be liable for any costs, charges or losses sustained or incurred by the Client that arise
directly or indirectly from such prevention or delay; and
3.2.2. be entitled to recover any additional costs, charges or losses the Client sustains or incurs that
arise directly or indirectly from such prevention or delay.
5. Charges
5.1. If the Client fails to make any payment due to Hire Space under Section vi) of this Contract by the
due date for payment, then, without limiting the Hire Spaces remedies for termination:
5.1.1. the Client shall pay any charges for late payment penalties under the Late Payment of
Commercial Debts Regulations 2002 (SI 2002 No 1674).
5.1.2. Hire Space, or a nominated sub-contractor, may suspend all Deliverables until payment has
been made in full.
5.1.3. Hire Space may make, solely at their own discretion and subject to credit checks, an Advanced
Payment on behalf of the Client to secure the Deliverables from the sub-contractor. This may include,
but is not limited to, situations where the sub-contracts threatens, within their rights, to release of
date, refuse of entry or terminate the sub-contract.
5.1.4. Any Advance Payments made by Hire Space will incur a charge of 6% to the Client should
corresponding payment be made within 60 days of the due date. Should the corresponding payment
not be made within 60 days of the due date, then interest and penalties shall apply as per clause 5.1.1
of this contract.
5.1.5. Otherwise termination rights shall apply as per Clause 10 of this contract.
5.2. All amounts due under the Contract from the Client to Hire Space shall be paid in full without any
set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as
required by law).
5.3. inform Hire Space of any on the day spend, or spend otherwise not itemised in this Contract, so that
Hire Space can invoice the client for this additional spend.
5.4. Any charges in foreign currency shall be calculated at the overnight interbank rate plus 3%
5.5. Any charges paid for by debit or credit card are subject to a 3% card fee.
5.6. VAT treatment for all Event invoices will be accounted for on the final invoice payable for each event,
to ensure that the correct VAT treatment is applied and to minimise correcting VAT on deposit invoices.
5.7. Where additional charges are incurred for Deliverables, a single final payment shall be made to Hire
Space within 28 days of the end of the event. Failure to make this payment shall result in interest due as
laid out in 5.1.1.
5.8. All payment shall be made to the following bank account, unless Hire Space provides an alternative
payment method, such as accepting card payment, from time to time. No payments shall be made to any
other bank account.
5.8.1. BARCLAYS BANK PLC
5.8.2. Sort Code: 20-01-58
5.8.3. Account Number: 13863069
5.8.4. IBAN: GB93 BUKB 20015813863069
5.9. Should the client wish to pay via a credit or debit card, then a 3% card fee applies to cover card fees.
A BACS option will always be available to this fee will always be optional.
5.10. Hire Space shall keep all funds held on behalf of, and allocated for payment to sub-contractors, in a
separate bank account which is ring fenced from their main business bank account.
6. Cancellation
6.1. This contract may be cancelled at the discretion of the Client, however, the Client will be liable for all
charges under this Contract less the refunds detailed on Section v) of this Contract.
6.2. These cancellation rights are in addition to termination rights described in Clause 10 of this contract.
7. Confidentiality
7.1. Each party undertakes that it shall not at any time during the Contract, and for a period of five (5)
years after termination of the Contract, disclose to any person any confidential information concerning the
business, affairs, customers, clients or suppliers of the other party or of any member of the group to
which the other party belong, except as permitted by clause 10.3. For the purposes of this clause, group
means, in relation to a party, that party, any subsidiary or holding company from time to time of that party,
and any subsidiary from time to time of a holding company of that party.
7.2. Each party may disclose the other party's confidential information:
7.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such
information for the purposes of carrying out the party's obligations under the Contract. Each party
shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it
discloses the other party's confidential information comply with this clause 7.3; and
7.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory
authority.
7.2.3. Neither party shall use any other party's confidential information for any purpose other than to
perform its obligations under the Contract.
8. Intellectual Property Rights
8.1. Hire Space and its licensors shall retain ownership of all Hire Space Intellectual Property Rights
including in the Deliverables, and nothing in the Contract shall grant the Client any rights to Hire Space’s
Intellectual Property Rights unless expressly set out herein.
8.2. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client
Data.
8.3. Hire Space grants the Client, or shall procure the direct grant to the Client of, a fully paid-up,
worldwide, non-exclusive, royalty-free, licence to copy the Deliverables for the purpose of receiving and
using the Services in the Client’s business during the term of the Contract.
8.4. The Client grants Hire Space a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable
licence to copy, modify and use the Client Data for the term of the Contract for the purpose of providing
the Deliverables to the Client in accordance with the Contract.
9. Limitation of Liability
9.1. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to
liability for:
9.1.1. death or personal injury caused by negligence;
9.1.2. fraud or fraudulent misrepresentation; and
9.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title
and quiet possession).
9.2. subject to clause 9.1, the total liability of Hire Space to the Client shall not exceed
% of the total cost of this Contract.
9.3. subject to clause 9.1, the total liability of the Client to Hire Space shall not exceed
% of the total cost of this Contract.
9.4. Subject to clause 9.1, the following types of loss are wholly excluded:
9.4.1. loss of profits;
9.4.2. loss of sales or business;
9.4.3. loss of business information or data;
9.4.4. loss of agreements or contracts;
9.4.5. loss of anticipated savings;
9.4.6. loss of use or corruption of software, data or information;
9.4.7. loss of or damage to goodwill;
9.4.8. indirect or consequential loss; and
9.4.9. any loss or liability which arises under the provision of the Deliverables.
9.5. Hire Space has given commitments as to compliance of the Deliverables with relevant specifications
in clause 2. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act
1979 and section 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent
permitted by law, excluded from the Contract.
10. Termination
10.1. Without affecting any other right or remedy available to it, either party to the Contract may
terminate it with immediate effect by giving written notice to the other party if:
10.1.1. the other party commits a material breach of any term of the Contract where the breach is
irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30)
days after being notified in writing to do so;
10.1.2. the other party takes any step or action in connection with its entering administration,
provisional liquidation or any composition or arrangement with its creditors (other than in relation to a
solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the
purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry
on business; or
10.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on
all or a substantial part of its business
10.2. Without affecting any other right or remedy available to it, Hire Space may terminate the
Contract with immediate effect by giving written notice to the Client if:
10.2.1. the Client fails to pay any amount due under the Contract on within 14 days of the due
date for payment; or
10.2.2. the Client has failed to pay any amount due under this Contract by any Event Date; or
10.2.3. Hire Space becomes aware of any deterioration in the Client’s financial situation such that
Hire Space reasonably considers that the Client may not be in a position to fulfil their express
obligations under the terms of this agreement.
10.2.4. the Client, or any of their employees, agents, contractors, subcontractors or officers
commit any illegal act or act in such as way that is likely to adversely affect the reputation of Hire
Space or any sub-contractors
10.2.5. Hire Space reasonably believe it is necessary to do so in order for them to comply with
their obligations under applicable laws or regulations, including (but not limited to) if the Client is
added to any of the restricted party listings as described in the previous section.
10.2.6. the Client is in breach of their obligations under this contract and (in the case of a breach
which is capable of being remedied) have failed to rectify such breach within ten (10) days of Hire
Space’s notice to the Client specifying the breach and requiring a remedy
10.2.7. due to an event of Force Majeure Hire Space is prevented from carrying out any of their
obligations under this contract, or is reasonably considered from being prevented from carrying
out any of their obligations under this contract.
10.2.8. the Client fails to submit any information by the relevant timeframes as reasonably
requested by Hire Space or the sub-contractor
10.3. On termination of the Contract for whatever reason:
10.3.1. Hire Space shall refund any monies held on account on behalf of Hire Space within 14 days of
Termination to such bank account as notified by the Client.
10.3.2. any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination of the Contract shall remain in full force and effect; and
10.3.3. termination of the Contract shall not affect any of the rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination, including the right to claim
damages in respect of any breach of the Contract which existed at or before the date of termination.
11. Warranties
11.1. Both parties warrant that they hold all rights and licences in the Customer Data and customer
content that they will supply for use as part of any event, including any personal information therein. Both
parties further warrant that the provision and/or use of the Customer Data and customer content
hereunder does not violate or infringe the intellectual property, privacy or publicity rights of any third party.
11.2. The Client warrants that it holds Public Liability Insurance with cover which is equal to or exceeds
£m, and Employers liability insurance which is equal to or exceeds £m and no exclusions which may
materially affect any claims made as a result of the services provided under this contract.
11.3. Hire Space warrants that it holds Insurance with cover which is equal to or exceeds the following
levels with no exclusions which may materially affect any claims made as a result of the services provided
under this contract:
11.3.1. £5m - Employer's liability insurance
11.3.2. £5m - Product liability insurance
11.3.3. £5m - Public liability insurance
11.3.4. £2m - Professional indemnity insurance
11.3.5. £1m - Cyber and privacy liability
11.4. Both parties warrant that:
a. There are no outstanding claims of corruption against them;
b. There are no outstanding claims of tax evasion against them;
c. There are no outstanding claims of bribery against them;
d. There them do not engage in Modern Slavery, or any activity which may be interpreted as such;
e. That them will not seek to provide any benefit to gain an undue business advantage with either
party which may be interpreted as a bribe;
11.5. Hire Space warrants that it complies with the following internal policies which may be requested by
the Client from time to time:
11.5.1. Anti Corruption, Bribery and Financial Crime Policy,
11.5.2. Modern Slavery Policy
11.5.3. Environmental Policy
11.6. Hire Space warrants that all sub-contractors in the supply chain have signed terms which state the
sub-contractor:
11.6.1. has no outstanding claims of corruption against them;
11.6.2. has no outstanding claims of tax evasion against them;
11.6.3. has no outstanding claims of bribery against them;
11.6.4. does not engage in Modern Slavery, or any activity which may be interpreted as such;
11.6.5. will not seek to provide any benefit to gain an undue business advantage with either Hire
Space or the Client which may be interpreted as a bribe;
12. Indemnification
12.1. Hire Space acknowledges and agrees to defend, at its expense, any third-party action or suit brought
against the Client alleging that the Deliverables infringe intellectual property rights held by any third party
which is not affiliated to Licensor ("IP Infringement Claim"). Hire Space will pay any cost and reasonable
expenses (including attorney’s fees) and damages awarded against the Client that are attributable to any
such IP Infringement Claim.
12.2. Client acknowledges and agrees to defend, at its expense, any IP Infringement Claim in connection
with the Customer Data and customer content. Client will pay any cost and reasonable expenses
(including attorney’s fees) and damages awarded against Hire Space that are attributable to any such IP
Infringement Claim.
12.3. A party hereto who wishes to be indemnified (“Indemnified Party”) shall (i) promptly notify the other
party (“Indemnifying Party”) in writing of such claim; and (ii) will grant the Indemnifying Party the authority
to handle the defense or settlement of any such claim, suit or proceeding and will provide it with all
reasonable information and assistance, at the Indemnifying Party’s expense. The Indemnifying Party will
not be bound by any settlement that the Indemnified Party enters into without the Indemnifying Party’s
prior written consent.
12.4. Each party shall be liable for and shall indemnify (and keep indemnified) the other against all
actions, proceedings, liabilities, costs, claims, losses, expenses, compensation paid to Data Subjects as
described in clause 13 and other reasonable professional costs and expenses suffered or incurred by the
Indemnified Party arising out of or in connection with any breach of the the Data Protection Laws by the
Indemnifying Party, its employees or agents.
13. Data Protection
13.1. For the purposes of this Clause 13:
13.1.1. Data Protection Laws means any applicable law relating to the processing of Personal Data, as
applicable to either party or the Services, including:
13.1.1.1. the Directive 95/46/EC (Data Protection Directive) or the GDPR;
13.1.1.2. any laws which implement such laws;
13.1.1.3. any laws that replace, extend, re-enact, consolidate or amend any of the laws stated in (i)
and (ii) above;
13.1.1.4. all guidance, codes of practice and codes of conduct issued by any relevant Data
Protection Supervisory Authority relating to such Data Protection Laws (whether legally binding or
not).
13.1.2. GDPR means the General Data Protection Regulation (EU) 2016/679;
13.1.3. Protected Data means Personal Data received from or on behalf of the Client, or obtained in
connection with the performance of Hire Space's obligations under the Agreement; and
13.1.4. Sub-processor means any agent, subcontractor or any other third party engaged by Hire Space
(or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected
Data.
13.1.5. The terms "Controller", "Data Subject", "International Organisation" "Member State", "Personal
Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall have the
same meaning as in the GDPR.
13.2. Compliance with data protection laws:
13.2.1. The parties agree that the Client is a Controller and the Hire Space is a Processor for the
processing of Protected Data pursuant to this Agreement.
13.2.2. Hire Space shall, and shall ensure its Sub-Processors and each of Hire Space’s personnel shall
comply with all Data Protection Laws in connection with the processing of Protected Data and the
provision of the Services.
13.2.3. Nothing in this Agreement relieves Hire Space of any responsibilities or liabilities under Data
Protection Laws.
13.3. Hire Space shall implement appropriate technical and organisational measures to protect the
Protected Data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or
access.
13.4. Breach:
13.4.1. Hire Space shall promptly (and in any event within 24 hours) notify the Client if it (or any of its
Sub-Processors or Hire Space Personnel) suspects or becomes aware of any suspected, actual or
threatened occurrence of any Personal Data Breach in respect of any Protected Data.
13.4.2. Hire Space shall promptly (and in any event within 24 hours) provide all information as the
Client requires to report the circumstances referred to in this clause 12.4 to a Supervisory Authority
and to notify affected Data Subjects under Data Protection Laws.
13.5. Audit and record:
13.5.1. Hire Space will, in accordance with Data Protection Laws, make available to the Client such
information in the Hire Space’s possession or control as the Client may reasonably request with a view
to demonstrating Hire Space's compliance with the obligations of data processors under Data
Protection Laws in relation to its processing of Protected Data.
13.5.2. The Client may exercise its right to audit under Data Protection Laws through Hire Space
providing:
13.5.2.1. an audit report not older than 18 months by an independent external auditor
demonstrating that the Hire Space's technical and organisational measures are in accordance with
the Hire Space's industry audit standard; and
13.5.2.2. additional information in the Hire Space's possession or control to a Supervisory
Authority when it requests or requires additional information in relation to the data processing
activities carried out by Hire Space under this Contract
14. Entire Agreement
14.1. The Contract constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject matter.
14.2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no
remedies in respect of any statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
15. Variation
15.1. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or
their authorised representatives).
16. Waiver
16.1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and
shall not be deemed a waiver of any subsequent right or remedy.
16.2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law
shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further
exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided
under the Contract or by law shall prevent or restrict the further exercise of that or any other right or
remedy.
17. Severence
17.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it
shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this clause shall not affect the validity
and enforceability of the rest of the Contract.
18. Notices
18.1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
18.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at
its registered office (if a company) or its principal place of business (in any other case); or
18.1.2. sent by email to the address specified by either party from time to time.
18.2. Any notice shall be deemed to have been received:
18.2.1. if delivered by hand, on the signature of a delivery receipt or at the time the notice is left at the
proper address; and
18.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on
the second Business Day after posting or at the time recorded by the delivery service; and
18.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the
place of receipt, when business hours resume. In this clause 10.8.2.3, business hours means 9.00am
to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
18.3. This clause does not apply to the service of any proceedings or other documents in any legal
action or, where applicable, any arbitration or other method of dispute resolution.
19. Third party rights
19.1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Contract.
19.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other
person.
20. Governing law
20.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of
or in connection with it or its subject matter or formation, shall be governed by, and construed in
accordance with the law of England and Wales.
21. Jurisdiction
21.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection
with the Contract or its subject matter or formation.
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
Client
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
Hire Space
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
