Home' micenet eMag : micenet December 2017 Contents LEGAL ISSUES | MATT CROUCH
ver the years I have had many
clients – PCOs and event-
managers mainly – ask me to
review the terms and
conditions offered by venues for the hiring of
their facilities. In some cases, the venue
operator is a hotel or hotel chain and in
others I have reviewed contracts submitted
by large convention centres.
The hiring of venue facilities will often be
the single biggest cost for an event, especially
if the venue insists on also supplying food and
beverage as well as other supplies such as
AV, cleaning and security, etc.
Sometimes the hirer will be the host of the
event and sometimes a PCO or event
manager will sign the venue contract – either
on behalf of its client/host as agent, or in its
Unfortunately, it is becoming widely
appreciated that venue contracts often
contain some of the harshest terms – and
some that are impossible to comply with.
PCOs and event managers who engage
with venues for their clients bring a lot of
lucrative business to the venues. Venues
need to be prepared to listen to the concerns
raised by hirers and their legal advisers – or
risk losing business.
Some venues appear to actively discourage
negotiation of their terms, either by seeking
legal cost recovery for considering change
requests or simply by responding that no
changes will be agreed to.
Matt Crouch makes a plea to venues to consider - or reconsider - the terms
that they seek to impose on hirers of their spaces.
A CALL TO
So, what are these harsh and problematic clauses?
The first and most common clause is the dreaded indemnity. I have written at length about the
problems of indemnities in previous micenet articles, but in short:
• An indemnity is a contractual clause requiring the hirer to cover a loss, liability or expense
incurred by the venue. This can be for loss caused by the hirer or by third parties such as anyone
attending the venue during the event. Such clauses are not always given a heading “indemnity”
and may exist in other guises. Some indemnities even apply when the venue is at fault!
• Indemnities expose the hirer to potentially much greater loss than the hirer would usually have
under the law;
• Finally and importantly, indemnities are almost universally excluded from a hirer’s insurance
cover. Venue contracts usually also contain terms requiring the hirer to have insurance – yet
the effect of the indemnities will mean that the hirer’s insurance will not respond to the claim.
Clearly this is no good for the hirer or the venue. It is also common for venue contracts to
require the hirer to hold insurance. They often require the hirer to have insurance for all liability
under the contract. That would be impossible if the venue contract also contains indemnities!
In other cases, they require the hirer to hold insurance for damage that may be done to the
venue. Sometimes this is expressed to be required irrespective of the cause of the damage. In
other words, the venue wants the hirer to insure the venue. In my view such provisions are
unreasonable – the venue should have its own insurance and the hirer should have cover only
for property damage for which it is legally responsible under the usual legal principles.
Another increasingly common problem is that clauses where all liability of the venue is
excluded, except where the venue is negligent. Negligence is, of course, not the only thing that
would, under the law, make the venue liable – there are many other civil wrongs (torts), breach
of contract and breach of statutory duty. So, the clauses saying “we will only be liable if we are
negligent” or “your indemnity does not apply only to the extent that we are negligent” still leave
the hirer unfairly exposed. Such liability and release clauses can also cause insurance problems
for the hirer. If the hirer has released the venue from liability even if the venue is at fault, that can
also prevent the hirer’s insurance from responding to a claim, since the insurer “stands in the
hirer’s shoes” and the release clause prevents the insurer seeking to recover from the venue.
There are many other problematic and harsh clauses I could mention if space permitted.
Venues: please review your terms and conditions and understand that some of the provisions
you impose may make life unacceptably difficult for your customers. m
Matt is the principal of Matt Crouch Legal and can be contacted on firstname.lastname@example.org.
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