Terms and Conditions (Business-to-Business)

Last Updated: 01 July 2026

These Terms and Conditions (“Terms”) apply to all quotations, proposals, bookings and contracts for services supplied by Withinnovation Limited (“the Company”, “we”, “our” or “us”). By accepting a quotation, proposal or booking confirmation, the Client agrees to be bound by these Terms.

1. Definitions

In these Terms:

Client means the business, organisation or legal entity purchasing the Services.

Company means Withinnovation Limited (Company No. 10965646).

Contract means the agreement formed between the Company and the Client comprising the accepted quotation or proposal, these Terms and any documents expressly incorporated by reference.

Services means the event management, venue finding, consultancy, entertainment, team building or related services supplied by the Company.

Participants means employees, guests, delegates or other persons attending or participating in the Services.

These Terms apply exclusively to business customers and do not apply to consumer contracts.

2. Formation of Contract

2.1 All quotations and proposals are valid for the period stated within the quotation unless withdrawn earlier.

2.2 A legally binding Contract is formed only when:

• the Client accepts the quotation or proposal in writing;
• any required deposit has been received in cleared funds; and
• the Company confirms acceptance.

2.3 These Terms apply to the exclusion of all other terms proposed by the Client unless expressly agreed in writing by a Director of the Company.

3. Provision of Services

3.1 The Company shall provide the Services using reasonable skill, care and professional diligence.

3.2 Any timescales, programmes or schedules are estimates only unless expressly stated otherwise.

3.3 The Company reserves the right to make reasonable changes to the Services where necessary for operational, health and safety, supplier availability, legal or regulatory reasons, provided such changes do not materially reduce the overall quality of the Services.

3.4 Where third-party suppliers are engaged, the Company shall act with reasonable care in selecting and managing those suppliers but shall not be responsible for their independent acts or omissions.

4. Quotations, Pricing and VAT

4.1 Unless otherwise stated, all prices are exclusive of VAT.

4.2 Quotations are based upon supplier prices, exchange rates and availability existing at the date of issue.

4.3 The Company reserves the right to revise prices where:

• supplier costs increase;
• exchange rates fluctuate materially;
• taxes, duties or government charges change;
• participant numbers change;
• the Client requests amendments;
• venue or supplier availability changes after quotation.

4.4 The Company shall notify the Client of any price adjustments as soon as reasonably practicable.

5. Payment Terms

5.1 A payment schedule will be provided following acceptance of the quotation.

5.2 All payments must be made in accordance with the agreed payment schedule.

5.3 Time for payment shall be of the essence.

5.4 Payments shall be made in cleared funds without deduction or set-off.

5.5 If payment is overdue, the Company may:

• suspend or cancel performance of the Services;
• withhold bookings or supplier confirmations;
• charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 or, where applicable, interest at 2% per annum above the HSBC Bank plc base rate, whichever is higher;
• recover all reasonable debt recovery costs.

6. Client Responsibilities

The Client shall:

• provide accurate information required for delivery of the Services;
• obtain all necessary internal approvals;
• ensure Participants comply with all safety instructions;
• nominate an authorised event contact;
• promptly approve quotations, schedules and supplier requirements.

The Company shall not be liable for delays caused by incomplete or inaccurate information supplied by the Client.

7. Changes and Cancellations

7.1 Requests for amendments must be made in writing.

7.2 Additional costs arising from changes requested by the Client shall be payable by the Client.

7.3 If the Client cancels the Contract, cancellation charges shall apply as follows unless otherwise agreed:

• 12–24 weeks before the event: 45%
• 6–12 weeks before the event: 60%
• 4–6 weeks before the event: 75%
• Less than 4 weeks before the event: 100%

These charges reflect administration, planning time, supplier commitments and loss of business.

7.4 Deposits are non-refundable once supplier commitments have been made.

7.5 Any non-refundable third-party supplier costs remain payable irrespective of the above cancellation percentages.

8. Venue Finding Services

Where the Company provides venue finding services:

• recommendations are made using information available at the time;
• venue availability cannot be guaranteed until confirmed;
• contracts with venues may be subject to separate venue terms and conditions;
• the Company accepts no liability for changes made by venues after confirmation.

9. Participants, Health and Safety

The Client is responsible for ensuring Participants:

• are medically fit for the activities undertaken;
• disclose any relevant medical conditions where appropriate;
• comply with all safety instructions;
• behave responsibly throughout the event.

The Company reserves the right to refuse participation where safety may be compromised.

10. Insurance

Unless expressly agreed otherwise, the Client is responsible for arranging adequate insurance covering:

• cancellation;
• travel;
• public liability;
• personal accident;
• employer’s liability (where applicable).

The Company maintains appropriate Public Liability and Employers’ Liability Insurance for its own activities.

11. Intellectual Property

All proposals, quotations, event concepts, designs, schedules, presentations, branding, documents and materials remain the intellectual property of the Company unless otherwise agreed in writing.

The Client shall not reproduce, distribute or use such materials outside the Contract without prior written consent.

12. Confidentiality

Each party agrees to keep confidential all commercially sensitive information received from the other and shall not disclose such information except where required by law.

13. Data Protection

Both parties shall comply with all applicable UK data protection legislation, including the UK GDPR and the Data Protection Act 2018.

Further information regarding the Company’s handling of personal data is available within its Privacy Policy.

14. Force Majeure

The Company shall not be liable for any delay or failure arising from circumstances beyond its reasonable control, including but not limited to:

• severe weather;
• flood;
• fire;
• pandemic or epidemic;
• government restrictions;
• industrial disputes;
• supplier insolvency;
• transport disruption;
• acts of terrorism;
• civil unrest.

Where possible, the Company will work with the Client to minimise disruption.

15. Limitation of Liability

Nothing in these Terms excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot legally be excluded.

Subject to the above:

• the Company shall not be liable for indirect or consequential loss;
• loss of profits;
• loss of business;
• loss of goodwill;
• loss of anticipated savings.

The Company’s aggregate liability arising from any Contract shall not exceed the total fees paid by the Client under that Contract or £100,000, whichever is the lower.

16. Ethical Business

The Company is committed to conducting business with integrity, professionalism and respect for environmental and ethical responsibilities while continually improving the quality of its services.

17. Governing Law

These Terms shall be governed by the laws of England and Wales.

Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18. General

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

No waiver of any breach shall constitute a waiver of any subsequent breach.

The Client may not assign or transfer any rights under the Contract without the Company’s prior written consent.

These Terms constitute the entire agreement between the parties and supersede all previous discussions, negotiations and correspondence relating to the Services.