Terms And Conditions

*TERMS & CONDITIONS
BROWNROSE EVENTS TERMS AND CONDITIONS OF BUSINESS

1. Interpretations
1.1 In these conditions:
“CLIENT” meant the person who accepts a quotation of BROWNROSE Events for the supply of the Services or who order for the Services is accepted by Leapfrog.
“SERVICES” means the Services which BROWNROSE Events is to supply or provide in accordance with these Conditions and referred to in the Client Booking Contract usually by way
of an event.
“BROWNROSE Events” means the company BROWNROSE Events
“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context
otherwise requires) includes any special terms and conditions agreed in writing between the Client and BROWNROSE Events.
“CONTRACT” means the contract for the supply and acquisition of the Services
“WRITING” includes electronic mail, facsimile transmission and comparable means of communication.
“CLIENT BOOKING CONTRACT” means the client Booking Contract to which these Conditions are appended.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that
provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Supply
2.1 BROWNROSE Events shall supply the Services to the Clients who shall purchase same in accordance with any written quotation of BROWNROSE Events which is accepted by the Client or
any written order of the Client which is accepted by BROWNROSE Events.
Events subject to either case to these Conditions which shall govern the Contract to the exclusion of any others
terms and conditions subject to which any quotation isaccepted or purported to be accepted or any such order is made or purported to be made by the Client.
2.2 No variation of these Conditions shall be biding unless agreed in Writing between the authorized representative
of the Client and a Director of BROWNROSE Events.
2.3 BROWNROSE Event’s employee or agents are not authorized to make any representations concerning the Services unless confirmed by BROWNROSE Events in Writing. In entering into the Contract the Client acknowledges that is does not rely on and waived any claim for breach of any such representations which are not so confirmed in writing.
2.4 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information used by BROWNROSE Events shall be subject to correction without any liability on the part of BROWNRISE Events.
3. Orders and Specifications
3.1 The Client shall be responsible to BROWNROSE Events for ensuring the accuracy of the terms of any order(including any applicable specifications and Client Booking Contract) submitted by the Client and for giving BROWNROSE
Events all relevant information relating to the Services within a sufficient time to enable BROWNROSE Events to perform the Contract in accordance with its terms.
3.2 BROWNROSE Events reserve the right to make any changes in the specification of the Services which are required to conform with any applicable safety or other statutory requirements or where the Services are to be supplied to BROWNROSE Event’s specification which do not materially affect the quality of performance.
3.3 No order which has been accepted by BROWNROSE Events may be cancelled or varied by the Client except with the
agreement in Writing by a Director of BROWNROSE Events and in terms that the Client shall Indemnify BROWNROSE Events in full against all loss (including loss of profit) costs (including
the cost of all labour and the materials used) damages charges and expenses incurred by G3 Events as a result
of cancellation.
3.4 Without prejudice to Clause 3.3 above, if the Client shall cancel this Contract at any time then the Client
agrees to pay the following cancellation charges:
3.4.1 If the cancellation is in writing and is received 60 days prior to the date of the specified Services then the Client shall pay 25% of the Price.
3.4.2 If the cancellation is in writing and received 30 days prior to the event then the cancellation charge will be 50% of the specified Price.
3.4.3 If the cancellation is in writing and is received 10 days prior to the event then the cancellation charge will be 100% of the Specified Price.
3.5 In the event of cancellations as set out above, BROWNROSE Events shall be entitled to withhold and set off any monies received from the Client (including those referred to at paragraph 5 below) against the said cancellation charges.
4. Price of the Services
4.1 The price of the Services shall be BROWNROSE Event’s quoted
price. All prices quoted are valid until price changed are bought into effect by BROWNROSE Events after giving the Client due notice of price changes.
4.2 BROWNROSE Events reserves the right by giving notice to the Client at any time before delivery to increase the price of the Services to reflect any increase in the cost to BROWNROSE Events which is due to any factor beyond the control of
BROWNROSE Events (such as but without limitation foreign exchange fluctuation alteration of duties significant
increase in the costs of
labour materials or other costs) and any change in delivery dates delivery locations quantities or specifications for the Services which is requested by the
Client or any delay caused by an instruction of the Client or failure of the Client to give BROWNROSE Events adequate information or instructions.
4.3 The price is exclusive of any applicable Value Added Tax which the Client shall be additionally liable to pay to BROWNROSE Events.
4.4 Unless otherwise stated delivery charges (if applicable) are included in any prices quoted by BROWNROSE Events.
5. Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Client and BROWNROSE Events, the Client shall pay to BROWNROSE Events 30% of the price of the Services on the acceptance of the Client Booking Contract and the balance of the price shall be paid not less than 10 working days prior to supply of Services. Time shall be of the essence with regard to the payment of the price of the
Services.
5.2 If the Client fails to make any payment on the due date then without prejudice to any other right or remedy
available to BROWNROSE Events, BROWNROSE Events shall be entitled to:
5.2.1 cancel the Contract or suspend any further deliveries to the Client.
5.2.2 appropriate any payment made by the Client to such of the Services supplied under any other contract
between the Client and BROWNROSE Events as BROWNROSE Events may
think fit (notwithstanding any purported appropriation by the Client);
5.2.3 charge the Client interest (both before and after any judgement) on the amount unpaid at the rate 8 percent annum above HSBC base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating means)
6. Performance
6.1 Performance of the Services shall be undertaken by BROWNROSE Events at the Client’s premises or if some other place for performance is agreed by BROWNROSE Events, performing the Services at that place.
6.2 Any dates and/pr times quoted for performance of the Services are approximate only and BROWNROSE Events shall not be liable for any delay in the performance of the Services howsoever caused.
7. Warranties and Liability
7.1 Subject to the conditions set out below BROWNROSE Events warrants that the Services will be provided using
reasonable care and skill and will correspond with their specification at the time of performance.
7.2 The above warranty is given by BROWNROSE Events subject to the condition that BROWNROSE Events shall be under no liability under the above warranty (or any other warranty
condition or guarantee) if the total price for the Services has not been paid by the due date for payment.
7.3 Subject as expressly provided in these Conditions all other warranties conditions or other terms implied by
statue or common law are excluded to the fullest extent permitted by law.
7.4 Except in respect of death or personal injury caused by BROWNROSE Events negligence, BROWNROSE Events shall not be liable to the Client by reason of any representation or implied warranty condition or other term or any duty at common law or under express terms of the Contract for any
consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of BROWNROSE Events, its employees or
agents or otherwise) which arise out of or in connection with the supply of the Services.
7.5 BROWNROSE Events shall not be liable to the Client or be deemed to be in breach of the Contact by reason of any delay in performing or any failure to perform any of BROWNROSE Event’s obligations in relation to the Services if the delay
or failure was due to any cause beyond BROWNROSE Event’s reasonable control. Without prejudice to the generality of
the foregoing the following shall be regarded as causes beyond BROWNROSE Event’s reasonable control: Act of God explosion flood tempest fire or accident;
7.5.2 War or threat of war sabotage insurrection civil disturbance or requisition;
7.5.3 Acts restrictions regulations bye-laws prohibitions or measure of any kind on the part of any governmental or parliamentary authority;
7.5.4 Strikes lock-outs of any other industrial actions or trade disputes (whether involving employees of BROWNROSE Events or of other third parties);
7.5.5 Difficulties in obtaining raw materials fuel parts or machinery;
7.5.6 Power failure or breakdown in machinery;
7.6 In the event of BROWNROSE Events having to make changes to the specification of the Services due to reasons beyond its reasonable control BROWNROSE Events shall be entitled
to supply alternative Services providing they are of equal statue.
8. Insolvency of Client
8.1 This clause applied if:
8.1.1 the Client makes any voluntary agreement with its creditors or becomes subject to an administration order
or (being an individual or firm) become bankrupt (being a company) goes into liquidation (otherwise than for the
purposes of amalgamation or reconstruction) or
8.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Client
or
8.1.3 the Client ceases or threatens to cease to carry on business or
8.2 BROWNROSE Events reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Clinet accordingly.
8.3 If the clause applied then without prejudice to any other right or remedy available to BROWNROSE Events, BROWNROSE Events shall be entitled to cancel the Contract without any liability
to BROWNROSE Events and if the Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any pervious agreement or arrangement to the contrary.
9. General
9.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in
Writing addressed to that other party as it registered office or principal place of business or such other address as may at the relevant time have notified pursuant to this provision to the party giving the notice.
9.2 No waiver by BROWNROSE Events of ay breach of the Contract by the Client shall be considered as a waiver of
any subsequent breach of the same or any other provision.
9.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in the whole or in part of the validity or the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
9.4 The Contract shall be governed by the law of the Federal Republic of Nigeria.