Terms & Conditions

1.1.    These terms and conditions together with the Purchase Order to which they are attached or apply (“PO”) will form a binding agreement (“Agreement”) between Wonder London Limited and the Supplier named in the PO and shall constitute the entire agreement between and Wonder London Limited and apply to any trading agreement or other contract or arrangement between Wonder London Limited and Supplier. Any defined terms used in these terms and conditions shall have the meaning as set out in the Purchase Order unless otherwise stated.

2.1.    In relation to any goods to be supplied as part of the Goods and Services, you undertake that those goods:

a) shall be delivered by the Delivery Date, at no cost to us, to the Location or such address(es) as reasonably notified by us from time to time. Time is always of the essence in relation to each such supply;

b) (where goods are purchased) will be new and supplied in first class condition;

c) must be properly packaged (suitable for storage by us) and shall reach the Location in first class condition. Such packaging shall be in accordance with all relevant rules and regulations in relation to packaging. You further undertake on request to collect, remove and properly dispose of any packaging delivered with such goods at no cost to us; and

d) will be marked with the Purchase Order Number and such other information as we require.

2.2.    Where goods are to be delivered to any person other than us (on our written instruction), delivery will not be deemed to be made until we have given written receipt for such goods or you have given  us written  notification of delivery.

3.1.    Where the goods are to be purchased, title and risk to those goods will pass to us on the completion of the proper delivery of the goods to the Location (or such other addresses nominated by us). Delivery will be deemed to be effected 48 (forty-eight) hours after delivery of goods to us (in accordance with the terms of the PO) unless you have been notified by us that the goods have been rejected either prior to or following this time.

4.1.    In relation to any services to be supplied as part of the Goods and Services, You undertake you will:

a) perform those services in a professional manner with all due care and skill, to the best of your ability and to the standard  required by us;

b) comply with any reasonable directions given by us from time to time in respect of the nature and scope of the services;

c) obtain our prior written approval in relation to any contractors you wish to use in the provision of those services;

d) ensure that your employees, agents and contractors engaged to provide those services are competent and have the skills, qualifications and experience required to perform the services to the standards required by us; and

e) be responsible for the acts or omissions of your employees, agents and contractors in performing those services.

f) shall be provided pursuant to the Consumer Protection Act 1987 at the time of delivery (whether or not such regulations are then in operation) and shall otherwise conform with the standards and regulations of any government body or other regulatory body specified in the Order and any relevant requirements of any statute.

5.1.    In the supply of the Goods and Services, You shall:

a) comply with our instructions; and

b) where the provision of any services requires access to the Location, comply with all our instructions in relation to the access to and behaviour of you, your employees, agents or contractors at any Location.

All Goods and Services will be subject to inspection by us or our representative within a reasonable time following delivery or, in the case of any services, upon completion.

6.2.    Where the Goods and Services (or any aspect of them) are defective in any manner or in any way fail to comply with the Specifications or fail to meet any other requirement set down for such Goods and Services in this Agreement, we may reject the Goods and Services.

6.3.    If we are entitled to reject any goods supplied as part of the Goods and Services, we may at our option reject the whole or only part of any consignment. We may at our option:

a) pay only for the goods we accept and terminate the Agreement in relation to the balance of any goods;

b) require you to redeliver all or part of the goods rejected; and/or

c) where relevant require you to collect the rejected goods at your cost, provided that we shall only be required to pay for those goods that we accept.

6.4.    If we are entitled to reject any services supplied as part of the Goods and Services, we may at our option reject the whole or only part of any services.  We may at our option:

a) pay only for the services we accept and terminate the Agreement in relation to the balance of any services; and/or

b) require you to perform again all or part of the services rejected, provided that we shall only be required to pay for those services that we accept.

6.5.    Acceptance by us of the Goods and Services shall not prevent us from being entitled to take any action against you for any defect in the Goods and Services.

6.6.    You will be liable for all expenses incurred by us in returning, correcting or replacing defective Goods and Services.

7.1.    Except where otherwise set out in the PO we will pay you the Price within 30 (thirty) days from the end of the month in which we receive a written invoice from you provided that:

a) such invoice is issued after the delivery or completion of the supply of all Goods and Services;

b) we have been paid by our client of the work or Project to which your Goods or Services relate to and any costs incurred by us in respect of the Project;

c) the Goods and Services have been provided to our satisfaction;

d) where there is more than one payment, each payment shall be made no earlier than the date set out for payment in the PO;

e) the invoice contains the Purchase Order Number and such other information required by us: and

f) the invoice is a valid tax invoice.

7.2.    Payment will be made only on receipt of original invoices, faxed or email copies are not acceptable.

7.3.    We will pay VAT on the Price (if payable) following receipt of a valid VAT invoice,

7.4.    The Price is the maximum payable to you or any third party for the delivery of the Goods and Services under this Agreement. You will be responsible for payment of:

a) all costs involved in the design, development, manufacture, importation,  transportation and, if relevant, storage of any goods;

b) any taxes, duties or levies (including without limitation VAT, sales taxes or import duties) payable on the supply of any goods;

c) any taxes, deductions, duties and charges arising  from the provision of any services including but not limited to all payments {tax, national insurance or otherwise) due to your employees, agents and contractors, and to that end, you shall indemnify us against any such costs, taxes, duties or levies payable on the supply of the Goods and Services.

8.1.    Each party warrants to the other for a period of at least 90 days from the date of delivery to us that it is free and entitled to enter into this Agreement and to perform the obligations undertaken by it under this Agreement and that it has not entered into any agreement with any third party which might conflict with the terms of this Agreement.

8.2.    You warrant and undertake that all Goods and Services:

a) conform to the Specifications in all respects;

b) conform to any Specifications, drawings, samples or other description furnished to us by you or specified by us from time to time;

c) are fit and sufficient for the intended purpose;

d) are of satisfactory quality;

e) are of first class material and workmanship;

f) are free from defect or fault of any kind; and

g) are free from charge or other encumbrance

You warrant that you will act in good faith in all dealings with us.

9.1.    The terms, “Data Controller”, “Data Processor”, “Data Subject”, Member State”, “Personal Data Breach”, “Sub-Processor” and “Processing” shall have the meanings given to them in the Data Protection Law.

9.2.    In this clause, the following terms shall have the meanings as followed:

9.2.1. “Data Protection Legislation" means the EC Directive on the protection of individuals with regard to the processing of personal data and on the free movement of such data (95/46/EC) and all local laws or regulations giving effect to this Directive including the UK Data Protection Act 1998; the Privacy and Electronic Communications (EC Directive) Regulations 2003; and GDPR; each from the date on which they are effective, and as amended from time to time;

9.2.2. “GDPR” means the European General Data Protection Regulation (2016/679) of 27 April 2016;

9.3.    The Parties acknowledge that for the purposes of the Data Protection Legislation, Wonder London is the Processor or Controller and the Supplier is the Processor or Sub-processor.

9.4.    You shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:

9.4.1. only process our Personal Data on our documented instructions including in respect to transfers of our Personal Data to a country outside of the European Economic Area (EEA), unless Processing is required by applicable Laws in which case you shall, to the extent permitted by applicable Laws, inform us of that legal requirement prior to the relevant Processing of the our Personal Data;

9.4.2. only process our Personal Data as instructed by us and as reasonably necessary for the provision of the Services and consistent with this Agreement;

9.4.3. take reasonable steps to ensure the reliability of your employees and contractors who have access to our Personal Data, ensuring that all such individuals are subjects to confidentiality undertakings or professional or statutory obligations of confidentiality;

9.4.4. taking into account the nature, scope, context and purpose of the Processing, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR;

9.4.5. taking into account the nature of the Processing, you shall assist us by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations, to respond to requests to exercise Data Subject rights under the Data Protection Laws;

9.4.6. at the written direction of us, delete or return Personal Data (and any copies of it) to us on termination of this Agreement unless you are required by law to retain it;

9.4.7. notify us without undue delay on becoming aware of a Personal Data Breach relating to our Personal Data; and

9.4.8. maintain complete and accurate records and information to demonstrate the your compliance with this clause 9.

9.5.    You shall allow for audits of your Data Processing activity by us or our designated auditor.

9.6.    Before allowing any Sub-Processor to Process any Personal Data related to this Agreement, you must:

9.6.1. notify us in writing of the intended Sub-Processor and Processing;

9.6.2. obtain the written consent of us;

9.6.3. enter into a written agreement with the Sub-Processor which gives effect to the terms set out in this clause 9 such that they apply to the Sub-Processor, and meet the requirements of Article 28(3) of the GDPR; and

9.6.4. provide us with such information regarding the Sub-Processor as we may reasonably require.

9.7.    You shall remain fully liable for all acts or omissions of any Sub-Processor as we may reasonably require.

9.8.    If required by us, you shall enter into our standard stand-alone data processing addendum agreement to achieve compliance with the Data Protection Legislation.

10.1. We shall own all Rights (as defined in Clause 9.8) in any goods supplied as part of the Goods and Services and arising from the provision of the Services.

10.2. You will not include any third party materials or works in the Goods unless these (and any applicable third party terms and conditions) have been expressly agreed in advance with us and stated in the Special Conditions in the PO.

10.3. You hereby assign to us with full title guarantee (including by way of present assignment of future copyright) any such Rights that become vested in you (by the operation of law or otherwise) for the full duration of such Rights.

10.4. To the extent any such Rights are not assigned to us by virtue of Clause 9.3, you shall hold the same in trust for and shall, at our request immediately unconditionally assign with full title guarantee free of charge, any such Rights to us for the full duration of such Rights and execute any documents and do all acts required by us for the purpose of confirming such assignment. If you fail to execute and deliver any such document or do any such act within 7 (seven) days of any request in writing therefor from us, you irrevocably appoint and authorise us to execute the same on your behalf as your authorised agent.

10.5. You warrant that the Goods and Services do not and will not infringe any Rights of any third party. You must, at your own expense and upon our request investigate and resolve any claim which may be made and defend or assist in defending any proceedings which may be brought against us for any infringement or alleged infringement of any Rights by reason of the sale or use of any Goods and Services.

10.6. Except as otherwise expressly provided, nothing in this Agreement shall give you the right to use any of our Rights. If any Goods and Services which bear our trade marks, logos or branding or the branding of any third party nominated by us (on our request) are returned or rejected or otherwise not accepted by us, you  must  not sell or otherwise dispose of such goods while still bearing such trademarks, logos or branding.

10.7. You must not, without our prior written consent, represent, hold out, promote or advertise in any way that you have any connection or association with us and must not describe yourself as a sponsor or an “official supplier” to us, our ultimate client or to any event in which we are involved.

10.8. For the purpose of this Clause 9 (“Rights”) shall mean all copyright, design rights, rights in performance and other intellectual property rights in whatever media whether or not registered including (without limitation), database and compilation rights, patents, trademarks, service marks, trade names, trade secrets, registered designs, all other industrial commercial or proprietary rights and any applications for the protection or registration of those rights and all renewals, revivals and extensions existing in any jurisdiction.

11.1. This Agreement may be terminated with immediate effect by us by written notice to you given at any time if:

a) you have committed a material breach of any of the terms hereof and (where such breach is capable of being remedied) shall have failed to remedy the same within 15 (fifteen) days of receiving a notice specifying the breach and requiring its remedy or such shorter period as is reasonable in the circumstances;

b) we have reasonable grounds for believing that you will not be able to supply the Goods and Services in accordance with this Agreement;

c) any meeting of your creditors is held or any arrangement or composition with or for the benefit of your creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to you (other than for the purposes of bona fide reconstruction or amalgamation);

d) a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any substantial part of your assets;

e) any distress execution or other process is levied or enforced (and ls not discharged within seven days) upon the whole or any substantial part of your assets;

f) you cease or threaten to cease to carry on business  or are or become unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986;\

g) a resolution is passed, any procedure is commenced, any meeting is convened or any other step is taken (including, without limitation, the making of an application, the presentation of a petition or the filing or service of a notice) with a view to:

(i)       you being adjudicated or found insolvent; (li)  your winding up or dissolution;

(ii)      you obtaining a moratorium or other protection from your creditors; or

(iii)     the appointment of a trustee, supervisor, administrative or other receiver, administrator, liquidator or similar officer or encumbrancer in respect of you or any of your assets; or

any event analogous to any of the foregoing occurs in any jurisdiction;

h) if you are an individual, you are insolvent or are the subject of a bankruptcy petition or order or any event occurs, or proceeding is taken, in any jurisdiction that has an equivalent or similar effect;

i) any event of force majeure as set out in Clause 17.3 continues for a consecutive period of 1 (one) month.

12.1. On the expiry or earlier termination of this Agreement

a) such expiry or termination shall be without prejudice to the rights of the parties    accrued prior to such expiry or termination;

b) you shall be under no further obligation to supply the Goods and Services to us and we shall be under no obligation to accept the supply of the Goods and Services; and

c) we shall only be required to pay for the Goods and Services accepted by us (and supplied in accordance with this Agreement) at the date of notice of termination.

13.1. If our requirements for the Goods and Services change prior to the Delivery Date, we and you will negotiate, in good faith, any changes to be made to the Goods and Services and, if relevant changes to the Location, Price and Delivery Date. In the event that you and we are unable to agree such changes within a reasonable period, we shall be entitled to terminate this Agreement with immediate effect and shall pay you in accordance with Clause 11.1(c).

14.1. You will (at your expense) enter into and thereafter maintain at all times prior to and for a period of 12 (twelve) months following completion or final delivery of the Goods and Services a comprehensive insurance policy and/or policies free from restrictions or excess with a reputable insurance company or companies to cover liability for any claim which may at any time be made in connection with this Agreement or  otherwise  in connection with any goods or services, which insurance shall cover the following risks: public liability/third party; employers and occupiers liability; and professional indemnity, with a minimum cover per claim in each case of not less than the £1,000,000 (one million pounds).

14.2. You shall supply us within 7 (seven) days of any request with a copy of the certificates of insurance confirming the details of the cover provided.

15.1. You shall fully indemnify and keep us fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by us in consequence or arising out of:

a) any breach or non-performance of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on your part contained in this Agreement;

b) any claim made against us by any third party arising out of or in connection with any intellectual property rights claim;

c) any breach of confidentiality at clause 16;

d) any claim arising as a result of any alleged fault or failure:

(i)       in the manufacture and supply of the Goods and Services

(ii)      in the Goods and Services themselves; or (iii) in the use of the Goods and Services; and/or

e) the exercise by you of any of the provisions of this Agreement.

15.2. You acknowledge that we shall have no liability to you whatsoever whether such liability arises in contact, tort (including negligence), breach of statutory duty or otherwise for any: (a) loss of data; or use of data; (b) indirect; (c) economic; (d) incidental; (e) special; or (f) exemplary loss or damage; or (g) consequential loss or damage (and for these purposes consequential loss shall include all loss of business; use; profit; anticipated profit; opportunity; contracts; revenues; anticipated revenues, goodwill or anticipated savings; even if we have been advised of the possibility of such damages or losses.

15.3. We shall not in any event be liable to return moneys received or pay compensation or damages to you or any third party (for whatever reason such compensation or damages may be due) in excess of the Price.

15.4. Nothing in this Agreement shall limit or exclude our liability for death or personal injury resulting from negligence, fraud, or liability arising from fraudulent misrepresentation or deliberate personal repudiatory breaches of this Agreement.

16.1. You (including your employees, officers, representatives, contractors) will not, without our prior written consent, divulge to any third party (except your legal and other professional advisors) information relating to: this Agreement; our financial or other affairs; our goods, future projects, products, know-how; or the event for which the goods and/or services are required, which is by its nature confidential (“Confidential Information”) and you will not make any public announcement as to any such matters without our prior written agreement.

16.2. You acknowledge and agree that if the Confidential Information is used or disclosed other than in accordance with the provisions of this Agreement, damages alone would not be an adequate remedy and we shall be entitled to an injunction, specific performance or other equitable relief for any threatened or actual breach of this clause 16 in addition, and without prejudice to any damages or other remedy to which it may be entitled.

17.1. Assignment: We may be entitled to assign the rights and obligations set out ln this Agreement. You shall not transfer your rights and/or obligations to third parties, whether in whole or in part, without our prior written consent.

17.2. Restriction: You acknowledge that we contract as principal to this Agreement. You undertake that you shall not in any circumstances, contact, correspond with or work directly with our clients during the term of this Agreement or for a period of 24 months after the provision of the last services you provide to us. Should you do so, this shall, without limitation, be deemed to be an irremediable breach of this Agreement.

17.3. Force Majeure: Neither party shall be liable for  its  inability to perform any obligation under this Agreement where such inability is caused by civil war, riot, revolution, act(s) of terrorism, sabotage, storm, earthquake, flood, explosion, fire,  labour disputes or strikes, act(s) of government or by any other cause not within the reasonable control of the party claiming to be affected. You will notify us as soon as you become aware that any such force majeure event will or may affect your ability to supply the Goods and Services under this Agreement.

17.4. No partnership: Nothing in this Agreement shall be construed as constituting an employment relationship, partnership, joint venture or agency between us and you.

17.5. Invalidity: If any provision of this Agreement  is invalid  or unenforceable in any jurisdiction it will be deleted (for the purposes of that jurisdiction only) provided that such deletion does not affect the remaining provisions of this Agreement; the validity or enforceability of that provision in any other jurisdiction; and does not defeat the commercial purpose of this Agreement.

17.6. Entire Agreement: This Agreement sets out the entire agreement and understanding between the parties and supersedes all previous agreements and arrangements between us with regard to such transactions. Any confidentiality agreement/non-disclosure agreement entered into between us shall remain in full force and effect.

17.7. Waiver: No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

17.8. Amendment: No provision of this Agreement may be amended, waived, modified, discharged or terminated otherwise than by the express written agreement of the parties hereto nor may any breach of any provision be waived or discharged except with the express written consent of the party not in breach.

17.9. Rights Cumulative:  The rights and remedies in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.         

17.10.   Third Party Rights: The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

17.11.   Interpretation: Headings are for convenience only and shall not affect the interpretation of this Agreement. Unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing one gender include the other; a reference to this Agreement or another document includes any schedules and any variation or replacement of any of them; references to persons include incorporated and unincorporated bodies, partnerships, joint ventures and associations and vice versa and their legal personal representatives, successors and assigns; and a reference to a statute or other law includes regulations and other instruments under it and amendments, re-enactments or replacements of any of them.

17.12.   Costs: Each party shall be responsible for its own legal and other costs incurred in relation to the negotiation, preparation and execution of this Agreement.

17.13.   Notices: The parties agree that any notice or other communication under this Agreement shall be given or delivered to the other party's address as set out in the PO (or such address as advised in writing from time to time). Such notice is treated as having been given and received:

a) if delivered, on the day of delivery if a Business Day (as defined in clause 17.14),

b) on the date of receipt if sent by registered mail; and

c) if transmitted by fax to a person's address and a correct and complete transmission report is received, on the day of transmission if a Business Day, otherwise on the next Business Day.

17.14.   For the purposes of this clause 17, “Business Day” shall mean a day (other than a Saturday, Sunday or a public holiday) when banks in the city of London are open for business.

17.15.   Each party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti­corruption including but not limited to the Bribery Act 2010 (Anti-Bribery Provisions). In particular you shall:

a) not offer, give or agree to give to any employee, representative or third party (including but not limited to any government officials, representatives of public authorities or their associates families or close friends) any gift, benefit or other advantage (monetary or otherwise):

(i)       to which the recipient is not legally entitled; and/or

(ii)      which is intended to or would result in the improper performance by the recipient of his or her job or function. Improper performance will include (but not be limited to) inducing the recipient: not to take any course of action; or to not perform his or her role ln good faith, with impartiality or in accordance with relevant expectations (with respect to the negotiation, conclusion or the performance of any agreement or otherwise); and

(iii)     have in place during your own policies and procedures to ensure compliance with the Anti-Bribery Provisions (and enforce such policies and procedures where necessary).

Breach of this clause 17.15 shall be a material irremediable breach of this Agreement.

17.16.  As part of our commitment to minimising our carbon footprint and in line with our environmental policy of reducing waste and GHG emissions on our projects, we require our suppliers, when requested, to complete TRACE forms detailing the consumption of materials on our events. These will be sent to specific suppliers pre-event. The data gathered will be inputted into our carbon measurement tracker in order for us to get an accurate read on our carbon emissions per event and allowing us to identify where we can reduce our environmental impact 

17.17. The Company requires compliance with the highest ethical standards and all anti-corruption laws applicable in the England and Wales (whether through a third party or otherwise).

17.18.   These conditions and all contracts made hereunder shall be governed by and construed in accordance with English and Welsh Law and the Supplier submits to the exclusive jurisdiction of the High Court of England and Wales and will maintains all the licences, permissions, consents and permits that it needs to lawfully carry out its obligation.