Mondello Park Ltd
Services Agreement
Date: 2nd February 2024
Customer: International Aerospace Coatings Limited
Event Date: 21st June 2024
Fee: €6150.00
Payment Schedule: Date Amount
2nd February 2024 €1537.50
7th June 2024 €4612.50
IN CONSIDERATION of the Fee now paid or agreed to be paid by the Customer to it and the obligations undertaken by the Customer herein MONDELLO PARK LTD (the "Company", having its registered office at Donore, Naas, Co Kildare and company registration number 111597) agrees with the Customer that during the Period the Company will provide (subject to the Special Conditions, General Conditions and the definitions in the Schedule hereto)
SPECIAL CONDITIONS
Porsche, Autotest & Tour of Martin Birrane Collection
30 Participants
Tea & Coffee
All of which are called “the Benefits”
GENERAL CONDITIONS
1. Fee and VAT.
The Customer agrees to pay the Company the Fee in accordance with Payment Schedule without deduction or set-off. The Fee is exclusive of VAT. If applicable, VAT shall be payable at the appropriate rate.
2. Representatives.
The Company and the Customer shall immediately upon execution of this Agreement designate and give notice to the other Party of the individual which the Party has designated as its representative for the purposes of this Agreement. A Party may change its designated representative so appointed at any time upon written notice to the other Party.
3. Health and Safety.
The Customer agrees to comply with all health and safety policies and requirements of the Company as notified from time to time.
4. Non-Solicitation of Staff.
The Parties undertake not to solicit for employment or to employ each other's staff who are or were closely involved in the performance of this Agreement or to appoint them in any other capacity - directly or indirectly - without the written consent of the other Party during the term of this Agreement or within one year thereafter. The Parties accept that breach of this clause may cause substantial loss and damage to the party not in default. Accordingly,the Parties agree that in the event of either party being in default of this clause the Party in default shall on demand pay the party not in default such sum as shall equal one year's gross salary of the officer or employee concerned.
5. Assignment.
Save as follows, neither Party shall assign nor transfer all or any part of its rights and obligations under this Agreement without the prior written consent of the other Party. The Company shall have the right to assign any or all of its rights and obligations deriving from this Agreement to a buyer or tenant of the Circuit or its Affiliates without the prior consent of Customer.
6. Severability
In the event and to the extent that any of the terms and conditions of this Agreement shall be determined to be invalid, unlawful or unenforceable, such term or condition shall be severed from the remaining terms and conditions which shall continue to be valid to the fullest extent permitted by law.
7. Waiver.
7.1 Failure or neglect by any Party to enforce at any time any of the provisions of this Agreement shall not be construed as nor shall be deemed to be waiver of that Party's rights under this Agreement nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that Party's right to take action.
7.2 Any waiver of a breach of any of the terms hereof or of any default hereunder shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement. No Partnership or Agency.
7.3 Nothing in this Agreement and no action taken by the Parties under this Agreement shall be deemed to constitute a partnership between the Parties or constitute any Party the agent of the other Parties for any purpose.
8. Limitation of Company’s Liability
The Company is not liable for:
8.1 the death of, or injury to the Customer’s employees, customers or invitees to the Circuit; or
8.2. damage to any property of the Customer or that of the Customer’s employees,
customers or other invitees to the Building; or
8.3. any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by Customer or the Customer’s employees, customers or other invitees to the Circuit in the exercise or purported exercise of the rights granted by this Agreement.
8.4. For consequential or indirect loss or damage which may arise out of or in connection with the provision or purported provision of or failure in the provision of the Benefits or otherwise or for loss of profit, business, revenue, goodwill or anticipated savings.
8.5. the Company shall not be liable for any shortfall in attendees, the benefits listed above will be billed as described
9. Restrictions on limitations
Nothing in this Agreement shall limit or exclude any liability for
9.1 fraud.
9.2 death or personal injury or damage to property caused by negligence on the part of the Company or its employees or agents; or
9.3. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability
10. Entire Agreement.
This Agreement embodies and sets forth the entire Agreement and understandings of the Parties and supersedes all prior oral or written agreements, understandings or arrangements in relation to the subject matter of this Agreement. No Party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement. Nothing in this
Clause shall limit and exclude any liability for fraud.
11. Force Majeure.
Notwithstanding anything else contained in this Agreement, the Company shall not be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control and contemplation (including without limitation any delay caused by any act or omission of the Customer).
12. Termination.
Without prejudice to any legal right or remedy that the Company may have pursuant to this Agreement, the Company shall be entitled by notice in writing to the Customer to terminate this Agreement with immediate effect if the Customer
12.1. suffers an Act of Insolvency or
12.2. the Company retains the right to terminate this agreement if the payment terms listed above are not adhered to
12.3. the Customer commits a material breach of any of the provisions of this Agreement and, in the case of a breach that is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
12.4. if the Company or its officers or employees shall be subject to criminal prosecution in relation to the holding of events whether at the Building or elsewhere
12.5. if any cheque to the Company shall be dishonored on first presentation
13. Notices.
13.1 Notices hereunder shall be served by each party in writing by first class post or by hand on the other at its registered office and shall be deemed to have been delivered the day after posting or delivery as the case may be Governing Law.
13.2 This Agreement shall be governed by the laws of Ireland and the parties submit themselves to the exclusive jurisdiction of the Irish courts. Amendment/Variation
13.3. No amendment or variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Third party rights
13.4 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act
SCHEDULE
Definitions
"Force Majeure Event" means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, terrorist acts, sabotage, public demonstration, compliance with any law or governmental or regulatory order, accident, fire, flood,
storm or default of suppliers or subcontractors.
“Act of Insolvency” means
1. the taking of any step in connection with any voluntary arrangement or any other compromise or arrangement for the benefit of any creditors of the Tenant or any guarantor;
2. the making of an application for an administration order or the making of an administration order in relation to the Tenant or any guarantor;
3. the giving of any notice of intention to appoint an administrator, or the filing at court of the prescribed documents in connection with the appointment of an administrator, or the appointment of an administrator, in any case in relation to the Tenant or any guarantor;
4. the appointment of a receiver or manager or an administrative receiver in relation to any property or income of the Tenant or any guarantor;
5. the commencement of a voluntary winding-up in respect of the Tenant or any guarantor, except a winding-up for the purpose of amalgamation or reconstruction of a solvent company in respect of which a statutory declaration of solvency has been filed with the Registrar of Companies;
6. the making of a petition for a winding-up order or a winding-up order in respect of the Tenant or any guarantor;
7. the striking-off of the Tenant or any guarantor from the Register of Companies or the making of an application for the Tenant or any guarantor to be struck-off;
8. the Tenant or any guarantor otherwise ceasing to exist (but excluding where the Tenant or any guarantor dies); or
9. the presentation of a petition for a bankruptcy order or the making of a bankruptcy order against the Tenant or any guarantor
The paragraphs above shall apply in relation to a partnership or limited partnership (as defined in the Partnership Act 1890 and the Limited Partnerships Act 1907 respectively) subject to the modifications referred to in the Insolvent Partnerships Order 1994 (SI 1994/2421) (as amended), and a limited liability partnership (as defined in the Limited Liability Partnerships Act 2000) subject to the modifications referred to in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (as
amended).
Act of Insolvency includes any analogous proceedings or events that may be taken pursuant to the legislation of another jurisdiction in relation to a tenant or guarantor incorporated or domiciled in such relevant jurisdiction.
"Parties" means the Company and the Customer and "Party" means either one of them;
"Regulations" means all applicable laws, enactments, orders, regulations and rules (including for the avoidance of doubt any regulatory guidance) from time to time issued or made by the Bank of England or any successor;
IN WITNESS whereof the Parties hereto have signed this Agreement on the day and year first written
above.
Signed for and on behalf of the Company
Gillian Deasy
Group Bookings Coordinator
Sun May 12, 2024
Signed for and on behalf of the Customer
Authorised Signatory
Sun May 12, 2024