onTerms Events and Venue Module v1.0 (Standard Terms, England & Wales)

onterms:events:1.0.0:EW · Status: v0.9 DRAFT. Not legal advice.

For commercial events, venue hire and exhibition-space agreements between an organiser or venue and a business hirer or exhibitor: conferences, trade shows, exhibitions, corporate functions, hosted meetings and stand bookings. Immutable adopt-verbatim body; the negotiable surface is the typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW) and the dispute module (onterms:dispute:1.0.0:EW). Capitalised terms from the Dictionary.

0. B2B-only

Each party acts in the course of business, gated by a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic checkbox. The registry gate cleanly excludes consumer weddings, private parties and any natural-person hirer who cannot be resolved against a public register, who are refused at enrolment and are badge-ineligible. This module is never used against a consumer; the cancellation scale, attrition charge and deposit terms below are commercial allocations between businesses, not consumer terms.

1. The Booking

1.1 The Order is the Booking: it identifies the Venue or space, the Event dates and access times, the licensed area, the contracted Headcount or stand allocation, and the Services the Venue provides (which may include catering, audio-visual, staffing, rigging, power, connectivity and stand fit-out). The Standard Terms here govern every Booking; on a Booking-specific matter where the Order is more specific, the Order governs for that matter only. 1.2 The Booking grants a licence to occupy the licensed area for the stated period, not a lease or any estate or interest in land; it confers no right of exclusive possession beyond the licensed area and times, and the Venue retains control of the premises. 1.3 Headcount and space. The Hirer confirms final Headcount or stand requirements by the date stated in the Order; the Venue may reasonably reallocate space of equivalent suitability on notice where operationally necessary, without reducing the Fees.

2. Fees, deposit and payment schedule

2.1 Fees are as stated in the Order. A deposit of the elected percentage of the Fees is payable to confirm the Booking and hold the dates; until the deposit is received the dates are not held. 2.2 The balance is payable the elected number of days before the first Event date; consumption, overage and on-the-day charges (additional catering covers, extended hours, damage, replacement) are invoiced after the Event. 2.3 Undisputed invoices are payable on their stated terms; overdue B2B debt carries interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. VAT and applicable taxes are payable in addition. 2.4 The deposit is applied against the Fees on completion of the Event; on cancellation it is dealt with under §3, not forfeited as a penalty.

• events.payment.depositPct · int 0–100 · 25
• events.payment.balanceDueDaysBefore · int 0–90 · 14

3. Cancellation and attrition

3.1 Cancellation by the Hirer. If the Hirer cancels the Booking, it pays a cancellation charge that scales by how close to the first Event date the Venue receives written cancellation, on the elected tiered scale (tier 1 the earliest band, tier 3 the latest, charges increasing closer to the date). The bands and the days-out thresholds for each band are stated in the Order; each tier charge is a percentage of the Fees. These charges are a genuine pre-estimate of the Venue's loss from holding and then releasing the dates and resource at short notice (liquidated damages), not a penalty, and they are the Venue's sole monetary remedy for a permitted Hirer cancellation. Any deposit already paid is credited against the cancellation charge. 3.2 Attrition. Where the Order sets a minimum Headcount or spend, a drop below it that the Venue is notified of after the balance-due date is charged at the same tiered percentage applied to the shortfall, on the same pre-estimate-of-loss basis. 3.3 Cancellation by the Venue. If the Venue cancels other than for Hirer breach, Force Majeure (§4) or non-payment, it refunds all sums paid and uses reasonable efforts to offer an equivalent alternative; this refund, plus the Hirer's documented, non-recoverable third-party costs up to the liability cap in §11, is the Hirer's sole remedy. 3.4 A cancellation scale, attrition threshold or deposit outside the elected bounds is a non-standard term that drops out to a human; it is never an open Election.

• events.cancellation.tier1Pct · int 0–100 · 25
• events.cancellation.tier2Pct · int 0–100 · 50
• events.cancellation.tier3Pct · int 0–100 · 100

4. Force majeure and reschedule

4.1 A Force Majeure Event (Dictionary) that prevents, or makes unlawful or materially impracticable, the holding of the Event suspends the affected obligations while it continues and neither party is in breach for the resulting non-performance. For this module the trigger list is read to include, without limiting the Dictionary definition: government action, statute or order prohibiting or restricting the gathering; epidemic, pandemic or public-health order; declared state of emergency; act of terrorism, war or civil disorder making the Event unsafe; fire, flood or material damage rendering the Venue unusable; and failure of an essential utility serving the Venue and outside the Venue's reasonable control. Inability to pay is never a Force Majeure Event and accrued Fees remain due. 4.2 Remedy. Where a Force Majeure Event prevents the Event, the standard remedy is the elected remedy: either a reschedule credit of sums paid, applied to a mutually agreed replacement date within a reasonable period (the Venue using reasonable efforts to offer equivalent dates and the credit not expiring for at least twelve months), or a refund of sums paid less the Venue's reasonable, documented, unavoidable costs already incurred for that Event. The elected remedy is the standard allocation; the parties may still agree a different replacement date by consent. 4.3 Partial prevention (the Event can proceed in reduced form) results in a fair pro-rata adjustment, not a full credit or refund. Anything beyond this allocation is a non-standard term for a human.

• events.forceMajeure.remedy · enum {reschedule_credit, refund} · reschedule_credit

5. Access, setup, conduct and house rules

5.1 Access. The Hirer has access to the licensed area only during the stated setup, Event and breakdown windows; out-of-window access is by arrangement and may be charged. 5.2 Setup and breakdown. The Hirer installs and removes its own materials, stands, equipment and waste within the windows and leaves the area in the condition received, fair wear and tear excepted; items left after breakdown may be removed and stored or disposed of at the Hirer's cost. 5.3 Conduct and house rules. The Hirer, its staff, exhibitors, contractors and attendees comply with the Venue's reasonable published house rules (access, security, noise, fire, capacity limits, prohibited items, rigging and load limits, licensing conditions) made available before the Event. The Venue may refuse entry to, or remove, any person breaching the house rules or behaving unsafely or unlawfully. 5.4 The Hirer is responsible for the acts and omissions of its staff, exhibitors, contractors and invitees within the Venue as for its own.

6. Insurance

6.1 The Hirer maintains, throughout the Booking, public liability insurance with a limit of indemnity of at least the elected minimum per claim, plus employer's liability insurance to the statutory minimum where it has staff, and any further cover the nature of the Event reasonably requires. 6.2 The Hirer provides a current certificate or other evidence of cover on the Venue's reasonable request before access; the Venue may refuse access until reasonable evidence is provided. 6.3 The Venue maintains its own property and public liability cover appropriate to its operation. A required minimum below the elected floor is a non-standard term for a human.

• events.insurance.publicLiabilityMin · money-string ≥ "0.00" · "5000000.00"

7. Liability for venue and property damage

7.1 The Hirer is responsible for loss of or damage to the Venue, its fixtures, fittings, equipment and grounds caused by the Hirer, its staff, exhibitors, contractors, attendees or invitees beyond fair wear and tear, and reimburses the reasonable, evidenced cost of repair or replacement; such reimbursement is part of the payment obligation for liability purposes and sits in the uncapped carve-outs in §11. 7.2 The Venue is responsible for loss or damage caused by its own negligence or that of its staff, subject to §11. 7.3 Save as required by Mandatory Law, neither party is responsible for property the other or its attendees bring onto the premises, and the Hirer is responsible for securing its own and its exhibitors' property.

8. Third-party suppliers

8.1 Each party is responsible for the suppliers it engages and for their compliance with the Booking and the house rules. 8.2 Catering exclusivity. If events.suppliers.venueExclusiveCatering is true, catering and the supply of food and drink for consumption at the Venue must be provided by the Venue or its nominated caterer, and the Hirer does not bring in external catering except as the Venue agrees in writing; if false (default), the Hirer may engage its own caterers subject to the house rules, food-safety law and the Venue's reasonable operational requirements. 8.3 Where the Venue procures a third-party supplier on the Hirer's instruction, it passes through that supplier's terms and is not liable for the supplier's own acts or omissions beyond reasonable care in selection, subject to §11.

9. Health and safety floor (statutory, not an Election)

9.1 Each party complies with the Health and Safety at Work etc. Act 1974, the Regulatory Reform (Fire Safety) Order 2005 and other applicable health-and-safety and fire law. The Venue's duties as the controller of the premises, and each party's duties to its own staff and to persons affected by its undertaking, are owed regardless of any term here and are not contracted out. 9.2 The Hirer ensures its activities, structures, electrical equipment and rigging are safe and competently managed and provides risk assessments and method statements the Venue reasonably requires. 9.3 Nothing in this module excludes or restricts liability for death or personal injury resulting from negligence, or any liability that Mandatory Law does not permit to be excluded; any conflicting words are read down and the rest stands.

10. Recording, IP and image rights; data

10.1 IP. Each party retains its own IP Rights, trade marks and materials; neither acquires the other's by the Booking. The Hirer grants the Venue a limited licence to use the Hirer's name and logo solely to operate, signpost and administer the Event. 10.2 Recording and images. Recording, filming, broadcasting or live-streaming of the Event, the Venue or its other users requires the relevant party's prior consent and complies with the Venue's house rules and applicable law; neither party uses the other's recordings or images for marketing without consent, except a party may reference that the Event took place. 10.3 Data. Any Processing of Personal Data (for example attendee registration, access control or marketing lists) is governed by onDPA (incorporated by reference); each party meets its own obligations to attendees as Controller of the data it determines the purposes and means for, and Disclosure of any commercial or sponsored content within the Event complies with Mandatory Law and applicable advertising codes.

11. Term, termination and liability (CORE)

11.1 Term and termination per CORE; either party may terminate a Booking for the other's uncured material breach, and the Venue may terminate or refuse access for non-payment of the deposit or balance when due. On termination the Hirer pays for access and Services supplied to the date of termination, and the cancellation scale in §3 applies to a Hirer cancellation. 11.2 Liability, CORE architecture, fee-scaled. General cap = the greater of (a) the elected multiple × the charges paid and payable under the relevant Booking and (b) the monetary floor. For a one-off Event the cap base is the Booking charges, not a trailing-twelve-months figure. The monetary floor is one-directional: it raises the cap only on claims brought by the small party; it is never that party's own exposure ceiling. 3× super-cap for data and security (onDPA and Enhanced Claims); fixed uncapped carve-outs (death or personal injury by negligence, fraud, the IP indemnity, breach of confidentiality, and the payment obligation, which here includes the cancellation charge, attrition charge and venue-damage reimbursement); consequential and indirect loss, and loss of profit, revenue, goodwill or anticipated savings, excluded both ways. 11.3 Disputes per the dispute module; governing law England & Wales (CORE allowlist default).

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

B2B-only, registry-gated; never used against a consumer, so the cancellation scale, attrition charge and deposit are commercial liquidated-damages allocations framed as a genuine pre-estimate of loss, not penalties and not consumer terms. Health-and-safety and fire-safety duties (HSWA 1974, RRO 2005) are non-derogable and never contracted out; death or personal injury by negligence and fraud are never excluded; statutory occupier and food-safety duties stand. Licence to occupy, not a lease; CRTPA 1999 excluded save where stated; UCTA-reasonable mirrored caps with a one-directional floor (raises the small party's claim cap, never its exposure ceiling); uncapped carve-outs (IP indemnity, confidentiality, payment including cancellation, attrition and venue-damage sums); Late Payment Act applies; governing law E&W default; composes with CORE, onDPA and the dispute module.