In these Terms and Conditions, ‘Xcelerate’ refers to a trading name of Compass Contract Services (U.K.) Limited, which is registered in England under company number 2114954.

Unless otherwise stated in writing, these Conditions, which supersede any earlier sets of conditions, shall override any terms and conditions stipulated, incorporated or referred to by clients and/or customers of Xcelerate (whether in the ‘booking’ or elsewhere) and all guarantees, warranties, or conditions not expressly included in these Conditions are hereby excluded to the maximum extent permitted by law. 

A contract shall be deemed to have been made between Xcelerate and the booking client (the “Customer”) when the Customer has confirmed acceptance of these Conditions and notified such acceptance and any other requirements by completion of the booking procedure, and Xcelerate has confirmed acceptance of such booking.

2.1. The Customer will take out and maintain suitable public liability insurance with a minimum level of cover of £5,000,000 for each and every occurrence and shall provide evidence of the policy to Xcelerate no later than one (1) month prior to the start of the Booked Programme (or where there is less than one (1) month prior to the start of the Booked Programme as soon as reasonably practicable and in any event before the start of the Booked Programme).  

2.2. The Customer will, and will procure that its guests will:

2.2.1. comply with all applicable laws, licensing, health and safety laws and other regulations relating to the Property and  the Venue as well as any regulations or other requirements of Xcelerate which are notified to the Customer from time to time;

2.2.2. not carry out any alterations, electrical or other works to the Property or Venue including amplification and lighting, nor will the Customer fix or cause to be fixed, any apparatus, equipment, notice or decoration to the Property or Venue without Xcelerate’s prior written consent.  In the event of any equipment to be supplied by the Customer, the Customer will ensure any such equipment is in a safe condition, PAT tested (if applicable) and suitable for its intended purpose. Evidence of such PAT testing must be presented to Xcelerate prior to the Booked Programme.  Any arrangements for storage and other requirements relating to equipment must be agreed with Xcelerate;

2.2.3. leave the Hired Area  clean and tidy with all the equipment put away and all waste disposed of; 

2.2.4. not bring any dangerous or hazardous items to the Venue or the Hired Area (including anything with a naked flame) without prior written consent of Xcelerate, and remove any such items promptly when requested to do so;

2.2.5. not act in an improper or disorderly manner and comply with the Venue’s reasonable regulations and instructions, including abiding by any search policies and entry procedures;

2.2.6. not more than 7 (seven) days before the Booked Programme, confirm the amount of parking spaces required for the Customer and its guests. Parking will be subject to availability at the Property; 

2.2.7. not, except with prior written permission of Xcelerate, (excepting always service dogs) bring or allow any animal on to the Property or Venue at any time. In the event service dogs are brought to the Booked Programme, notice must be provided to ensure appropriate facilities for the dogs are made available; and

2.2.8. comply with any policies provided by Xcelerate, as amended from time to time. 

3.1. Unless otherwise stated in the Booking Form: 

3.1.1. the Charges will be payable by the Customer upon confirmation or acceptance of the Agreement; 

3.1.2. the Customer agrees to pay for any other charges not specifically provided for in the Booking Form but agreed between the parties prior to the start of the Booked Programme. Such charges will be invoiced by Xcelerate and will be paid in full by the Customer prior to the start of the Booked Programme. 

3.1.3. Any additional charges incurred by the Customer, or any guests of the Customer during the Booked Programme shall be paid by the Customer at the end of the Booked Programme. If any amount remains outstanding after the end of the Booked Programme, Xcelerate shall invoice the Customer for such charges and the Customer shall make payment within fourteen (14) days from the date of invoice.

3.2. All charges are exclusive of VAT unless otherwise specified in the Booking Form.

3.3. If the Customer reasonably disputes any part of an invoice the Customer will pay the undisputed balance of the sum owed by the due date and the disputed elements on resolution of the query. Any disputes must be made within 14 days of date of invoice.

3.4. Xcelerate reserves the right to apply interest against any late payment of undisputed sums, at the statutory rate in accordance with the Late Payment of Commercial Debts Act 1998.

3.5. Except where the Customer is a consumer, a transaction fee will be charged for any payments made by credit card. Transaction fees may vary from time to time and will reflect the costs incurred by the Company.

3.6. All amounts due under the Agreement 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).

4.1. The Customer will be liable for the following cancellation charges where the Customer cancels a Booked Programme:

For the avoidance of doubt, all cancellations must be submitted in writing (including by email) by the Customer to the Xcelerate.
4.2. Xcelerate may cancel the Booked Programme and immediately terminate this Agreement and the rights granted to the Customer if: (i) the Property or the Venue has to be closed for reasons beyond Xcelerate’s control, and/or (ii) the Property (including the Venue) is required for the staging of a sporting, cultural, or other entertainment event which will be open to attendance by the general public, which event was not known by Xcelerate to be staged at the Property, as at the date on which the Booked Programme was made.  In such circumstances the Customer will receive a full refund of all sums paid by the Customer to Xcelerate or, if available, Xcelerate will offer a replacement programme of similar standard and price.  Should this Agreement terminate due to the reasons within this Clause 4.2, Xcelerate will have no further obligation or liability to the Customer.  

4.3. In the event Xcelerate cancels the Booked Programme, except where it is due to non-payment by the Customer, Xcelerate will fully refund the Charges paid or, if available, offer a replacement programme of similar standard and price. Acceptance of any such offer of an alternative programme shall be at the discretion of the Customer. If the replacement Programme is of a lower price than of the original Booked Programme, then Xcelerate will refund the difference. Where the Customer accepts such an offer, the Booking Form shall be amended accordingly.

4.4. In the event that the Customer wishes to reschedule the Booked Programme, it must inform Xcelerate at the earliest opportunity, and  Xcelerate and the Customer will work to find a suitable alternative date.  However, should no alternative date be agreed between the parties, then the cancellation charges in Clause 4.1 will apply. 

5.1. Nothing in this Agreement limits any liability which cannot legally be limited, including, but not limited to liability for:

5.1.1. death or personal injury, caused by negligence; or
5.1.2. fraud or fraudulent misrepresentation; or 
5.1.3. any other liability which may not be limited under applicable law.

5.2. Subject to clause 5.1 and clause 5.3, Xcelerate’s total liability to the Customer, whether for  breach of contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement will not exceed the total of the Charges paid and/or payable by the Customer to Xcelerate under the Agreement.

5.3. Subject to clause 5.1, Xcelerate will not be liable to the Customer for any (i) indirect or consequential losses, nor (ii) any direct losses incurred by the Customer in finding and securing alternative venues where the Booked Programme is cancelled by Xcelerate.

6.1. Xcelerate may, without prejudice to any other rights or remedies which it may have against the Customer, defer or cancel the Booked Programme  if:

a) the Customer commits a material breach of any obligation under the Agreement which is not capable of remedy; or

b) the Customer commits a material breach of any obligation under the Agreement which is capable of remedy but which it does not remedy within a period of seven days following receipt of written notice to do so from Xcelerate; or

c) the Customer enters into any compromise or arrangement with its creditors, or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver, manager, administrative receiver or administrator is appointed in respect of the whole or any part of the other party’s undertaking or assets; or

d) the Customer (if in business) ceases or threatens to cease to carry on its business; or

e) the Customer (if an individual) is made bankrupt; or

f) the Customer fails to pay the Charges in full with less than 4 weeks remaining prior to the Booked Programme, following the issue of an invoice requesting payment of the Charges.

7.1. The Customer is responsible for its guests and will procure that its guests comply with these Conditions (where relevant) and with any rules, regulations and directions set down by Xcelerate and/or the Property owner including, without limitation, any and all relevant statutes, safety announcements, regulations and conditions.

7.2. The Customer will not resell or otherwise transfer, or offer for sale or transfer any part of the Booked Programme without the prior written consent of Xcelerate.

7.3. The Customer will not use any or part of  the Booked Programme as prizes in competitions, sweepstakes, raffles, draws or for other similar commercial, promotional or charitable purposes without Xcelerate’s prior written consent.

7.4. Neither Xcelerate, nor the Property owner accepts any responsibility for any loss or damage to personal possessions brought into the Venue or the Hired Area by the Customer or its guests.

8.1. Xcelerate will not be liable to the Customer to the extent that it is unable to perform its obligations, or that performance of its obligations is delayed or hindered, by reason of Force Majeure. In such circumstances Xcelerate will endeavour to find a suitable alternative date for the Booked Programme to take place and, if this is possible and agreed by the Customer, the Charges will be transferred against the new date and the balance of any remaining payments will be rescheduled against the new date. If no suitable alternative date can be agreed , then Xcelerate will issue a full refund of the amounts already paid by the Customer.

9.1. If the Customer wishes to order goods, produce and/or consumables from Xcelerate, for use in the Booked Programme (the “Ordered Goods”), then such items must be detailed in the Booking Form.  

9.2. Where Ordered Goods are to be provided, the following terms shall apply:

9.2.1. Xcelerate shall ensure that the Ordered Goods will be delivered to the Venue for the Booked Programme;

9.2.2. Xcelerate has the right to substitute certain goods within the Ordered Goods should they be unavailable at the time of order;

9.2.3. each delivery of the Ordered Goods will be accompanied with a delivery note that shows the date of the order, the type and quantity of the Ordered Goods and special storage instructions (if any).

9.3. Xcelerate warrants that on delivery of the Ordered Goods, the Ordered Goods shall:

9.3.1. conform to their description as per the Booking Form, unless substituted in accordance with Clause 9.2.2; and

9.3.2. be of a satisfactory quality.

9.4. The title to and benefit of the Ordered Goods shall pass from Xcelerate to the Customer upon the start of the Booked Programme. 

9.5. If the Customer provides their own goods for the Booked Programme (the “Provided Goods”), the Customer will be responsible for the delivery and storage of all Provided Goods, and Xcelerate shall not have any responsibility in respect of the same. 

9.6. If the Customer wishes to order training or other services from Xcelerate, for use in the Booked Programme (the “Ordered Services”), then such items must be detailed in the Booking Form.

9.7. Where Ordered Services are to be provided Xcelerate shall ensure that the Ordered Services will be provided to the Venue for the Booked Programme.

9.8. Xcelerate warrants that the Ordered Services shall be provided with reasonable skill and care.

10.2. The Customer will be responsible for any dietary requirements or food allergies of those who attend the Booked Programme. 

10.3. The Venue is widely used by variety of customers and clients and Xcelerate is unable to ensure that the facilities within the Hired Are or the Venue are free from allergens. 

10.4. Xcelerate will supply the Customer with a safety manual, and the Customer warrants that it will read the manual and comply with all of the health and safety components within such manual.

11.2. No variation to the Agreement, including these Conditions, will be effective unless in writing and signed by a duly authorised representative of the parties.

11.3. Xcelerate may assign any or all of its rights and obligations under the Agreement. Any assignment will be notified to the Customer as soon as practicable after such assignment has taken place.

11.4. The Customer will not assign, transfer or deal in any other manner with any or all of its rights and obligations under the Agreement, unless approved in writing in advance by Xcelerate.

11.5. These Conditions and the Booking Form constitute the entire agreement between the parties in respect to its subject matter and supersedes all previous agreements and understandings between the parties with respect hereto whether written or oral and whether express or implied. Each party acknowledges that in entering into this Agreement, it does not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

11.6. Any complaints must be brought to the attention of  Xcelerate as soon as possible. Complaints can be made by phone to Jonathan Foot, or by email to jonathan.foot@compass-group.co.uk. Xcelerate will respond to any complaint within 7 calendar days.

11.7. Xcelerate has no responsibility for any property or personal effects throughout the duration of the Booked Programme.

11.8. Use of personal information of the Customer or its guests is governed by Xcelerate’s privacy policy, details of which are on the Website and are available here Privacy_Policy.pdf (compassconnect.com) (the “Privacy Policy”). If the Customer has any questions about how Xcelerate collects and processes information, or about Xcelerate’s Privacy Policy more generally, please consult the Privacy Policy.

11.9. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted. Any deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Agreement.

11.10. Unless otherwise agreed the Agreement shall be subject to and construed in accordance with English Law and subject to the exclusive jurisdiction of the Courts of England and Wales.

11.11. The Customer shall indemnify Xcelerate in full against all loss and damage incurred by Xcelerate as a result of or in connection with any and all: 

11.10.1. damage caused to the Property and/or Venue;
11.10.2. damage caused to the property of any person, including Xcelerate; 
11.10.3. death or personal injury to any person; 
in each case, to the extent caused by the Customer or its guests.