1. The Event and Meetings
1.1 In consideration of the Registration Fees, Tall Ships Races International Limited (“TSRIL”) shall allow participation in the Event in accordance with the terms and conditions of this Agreement (including the Additional Terms).
1.2 Except as otherwise expressly provided in this Agreement, TSRIL shall be responsible, for procuring, obtaining and making available, such facilities, resources, personnel, information and materials as are reasonably necessary and/or appropriate to perform its obligations under this Agreement.
1.3 TSRIL reserves the right to refuse the entry of any vessel or Captain to the Event.
1.4 TSRIL cannot guarantee the number of participants at the Event and the number of expected attendees indicated by TSRIL at any time is estimated based on previous experience and information received regarding the status of the event at that point in time.
1.5 TSRIL has no responsibility or liability for any other contracts entered into by the vessel operator in connection with the event.
1.6 TSRIL has no responsibility and liability for any third party services provided in connection with the Event.
1.7 TSRIL reserves the right to cancel or change the dates of the Event at any time and for any reason without liability. This includes cancellation or change of the Event dates on account of any circumstance that is beyond the reasonable control of TSRIL including but not limited to industrial dispute, acts of god, military action, epidemic or pandemic, risk to public health, ﬁre, ﬂood, disaster, third party contractor/supplier failure, civil riot, any law or any action taken by a government or public authority and acts of terrorism or war (“Force Majeure Event”).
1.8 If the dates of the Event are changed, this Agreement will continue in full force and effect and the obligations of the parties shall be deemed to apply to the Event on the new dates. For the avoidance of doubt, nothing in this clause 1.8 shall excuse the vessel operator from the payment of the Registration Fees in accordance with the payment terms.
1.9 Where the Event is cancelled, TSRIL may at its sole discretion refund any proportion of the Fees already paid or issue a credit note for the amount of the Entry Fees already paid and the Vessel Operator will be released from paying any further proportion of the Entry Fees.
2. Vessel Operator Obligations
2.1 Vessel Operator shall co-operate with TSRIL in all manners relating to participation in the Event and must comply with the Additional Terms and all reasonable instructions given by TSRIL, its personnel or sub-contractor.
2.2 If TSRIL’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of The Vessel Operator, or other personnel, TSRIL shall not be liable for any costs, charges or losses sustained or incurred by The Vessel Operator that arise directly or indirectly from such prevention or delay.
2.3 The Vessel Operator shall be responsible and liable for obtaining all rights, consents and licences for its own use whilst participating in the Event.
3. Registration Fees and Payment
3.1 The Vessel Operator shall pay the Registration Fees in full as set out in the Entry Form.
3.2 Unless otherwise agreed by the parties in writing, Entry Fees:
3.2.1 Shall be paid by The Vessel Operator within 30 days of the date of TSRIL’s invoice for such Fees (as applicable);
3.2.2 Unless TSRIL directs otherwise, shall be paid in pounds sterling; and
3.2.3 Are stated as being exclusive of VAT or other relevant tax which shall be payable, if applicable, by The Vessel Operator in addition.
3.3 Time shall be of the essence regarding payment of any Fees.
3.4 Without prejudice to any other right or remedy that TSRIL may have, in the event The Vessel Operator fails to meet any payment obligations, TSRIL shall be entitled in its sole discretion to deem that The Vessel Operator has cancelled its Entry for the Event and TSRIL may exercise its rights pursuant to clause 7.
3.5 If any amounts payable under this Agreement are not paid to TSRIL by their due date for payment then TSRIL shall be entitled to charge interest on such sum from the day following the due date for payment at the rate of 4% per annum above Lloyds Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
4. Data Protection and Privacy
4.1 For the purposes of this Agreement and either party’s processing of personal data in connection with this Agreement, the parties agree that each party acts as a data controller. Each party shall only process personal data in compliance with, and shall not cause itself or the other party to be in breach of, any applicable data protection legislation.
4.3 If The Vessel Operator has any questions about how TSRIL collects, uses and/or protects data, it should email TSRIL at Office@sailtraininginternational.org
4.4 The Vessel Operator acknowledges and agrees that the Organiser, its employees and contractors may take photographs /videos /audio recordings which could include images/sounds of the Vessel, its Officers, Crew and Trainees while attending the Event. The Vessel Operator hereby consents to and grants to the Organiser and its affiliates, the unrestricted, irrevocable, perpetual, worldwide, royalty-free and transferable right and license to use (and grant others the right to use) the Content worldwide without any compensation. The Vessel Operator acknowledges that the Organiser is the sole and exclusive owner of all rights in the Content and hereby waives (a) any and all rights in and to such Content, and (b) any and all claims The Vessel Operator may have relating to or arising from the Images or their use.
5.1 Neither TSRIL nor any of its respective agents shall be liable to The Vessel Operator under this Agreement in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental special or consequential loss arising under this Agreement (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same).
5.2 TSRIL’s total liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement shall be limited to the Entry Fees paid by The Vessel Operator to TSRIL under this Agreement.
5.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
5.4 Nothing in this Agreement purports to exclude or limit the liability of either party for death or personal injury as a result of its negligence, fraud or fraudulent misrepresentation or any liability that cannot be excluded by law.
6. Termination and Cancellation
6.1 TSRIL may terminate this Agreement at any time by written notice to The Vessel Operator upon the occurrence of any of the following events:
6.1.1 The Event is cancelled due to any Force Majeure Event;
6.1.2 The Vessel Operator enters into a insolvency event including administration, liquidation, or composition and/or arrangement with creditors (to include similar events under the laws of other countries) or ceases or threatens to cease to carry on business;
6.1.3 The Vessel Operator, The Vessel Operator or its personnel does anything to conduct itself/themselves so as to bring itself/themselves, the Event or TSRIL into disrepute;
6.1.4 The Vessel Operator is in breach of any provision of this Agreement which is not remediable or (if such breach is remediable) if The Vessel Operator fails to remedy that breach within 10 days of receiving written notice of such breach from TSRIL; or
6.1.5 The Vessel Operator is in breach of any applicable local legislation, rule or regulation.
6.2 If this Agreement is terminated under any of clauses 6.1.1 to 6.1.5 inclusive then any and all payments made in respect of this Agreement shall be retained by TSRIL and forfeited by The Vessel Operator. Where this Agreement is terminated under any of clauses 6.1.2 to 6.1.5 inclusive, TSRIL shall have the right to invoice for and (within 28 days of the date of such invoice) The Vessel Operator shall pay the Registration Fees (or any balance if applicable) and the Cancellation Fees if applicable (as set out in the Order).
6.3 If a the Vessel Operator cancels their event attendance within 180 days of the start of the entire Event, the cancellation fee is 100% of the total Entry Fees paid or payable by The Vessel Operator. TSRIL shall not refund the Registration Fees or any part thereof to The Vessel Operator
7.1 The Vessel Operator may not assign, sub-license, subcontract or transfer any of your rights or obligations under this Agreement without TSRIL’s prior written consent.
7.2 All notices shall be in writing and given either personally or by first class post to the address set out in the Order. For first class post such notice will be deemed to have been served 48 hours after posting and proof that the envelope containing the notice was properly addressed and sent prepaid shall be sufficient evidence of service. Notices given in person shall be deemed to be served immediately on receipt.
7.3 This Agreement, along with the Entry Form constitutes the entire agreement between the parties and supersedes all previous agreements, arrangements, understandings or proposals (whether written or oral) of any nature between the parties relating to the subject matter of this Agreement.
7.4 TSRIL reserves the right to set off any indebtedness of The Vessel Operator to TSRIL against any indebtedness of TSRIL to The Vessel Operator.
7.5 No waiver by TSRIL of any provisions of this Agreement or any of its rights under this Agreement shall have effect unless given in writing and signed by any director of TSRIL. TSRIL’s rights shall not be prejudiced or restricted by any concession, indulgence or forbearance extended to The Vessel Operator.
7.6 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of The Vessel Operator and TSRIL.
7.7 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
7.8 The provisions contained in each clause, and sub-clause of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provisions were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.
7.9 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any term of this Agreement.
7.10 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law
7.11 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).