SUBLIME TIMING LTD. TERMS AND CONDITIONS

 
SECTION 1
 
Agreement to Terms

1.1 By entering into a contract or engaging Sublime Timing Ltd. ("Sublime Timing") for event services, the client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

 
SECTION 2
 
Services Provided

2.1 Sublime Timing Ltd. agrees to provide the client with event services, including but not limited to chip timing, online registration, race results management, fulfilment services and other event related services.

2.2 The specific details of the services to be provided will be outlined in a separate estimate, agreement or proposal detailing the scope of work, timelines and any additional terms specific to the event.

2.3 Sublime Timing Ltd. may use employees, agents or subcontractors (including photographers, fulfilment partners and couriers) to perform its obligations. Any act or omission of such persons shall be subject to the exclusions, limitations and liability caps contained within these Terms and Conditions.

 
SECTION 3
 
Payment Terms

3.1 The client agrees to pay Sublime Timing Ltd. the fees as specified in the estimate, agreement or proposal.

3.2 Unless otherwise agreed, a non refundable deposit is required to secure Sublime Timing Ltd.'s services. Full payment is due prior to the event date or as detailed in the estimate, agreement or proposal.

3.3 Late Payment

3.3.1 If payment is not received by Sublime Timing Ltd. within 30 days of the invoice date, the client shall be deemed to be in default.

3.3.2 Sublime Timing Ltd. reserves the right to charge interest on overdue sums at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998 together with any fixed compensation and reasonable recovery costs permitted by law.

3.3.3 Sublime Timing Ltd. reserves the right to suspend services, withhold deliverables and refuse future bookings until all outstanding sums have been paid in full.

 
SECTION 4
 
Cancellation Policy

4.1 If the client wishes to cancel services provided by Sublime Timing Ltd., the following cancellation charges shall apply:

• 30 days or more prior to the event date: No cancellation charge.

• Between 15 and 29 days prior to the event date: 25% of the total contract price.

• Between 7 and 14 days prior to the event date: 50% of the total contract price.

• Less than 7 days prior to the event date: 100% of the total contract price.

4.1.1 The parties acknowledge that the above cancellation charges represent a genuine pre estimate of the costs, losses, resource allocation, preparation work and lost business opportunities likely to be incurred by Sublime Timing Ltd. as a result of cancellation and are not intended to operate as a penalty.

4.2 To initiate a cancellation, the client must provide written notice to Sublime Timing Ltd. via email or certified mail. The cancellation date shall be the date on which Sublime Timing Ltd. receives such notice.

4.3 Upon cancellation, any outstanding fees owed to Sublime Timing Ltd., including cancellation charges, shall become immediately due and payable. Sublime Timing Ltd. reserves the right to withhold deliverables or pursue legal action to recover outstanding balances.

4.4 Sublime Timing Ltd. may waive cancellation charges in exceptional circumstances at its discretion and upon review of the situation.

4.5 Sublime Timing Ltd. reserves the right to cancel or suspend services due to unforeseen circumstances, including but not limited to illness, technical failures, natural disasters or other events beyond its reasonable control. In such cases, Sublime Timing Ltd. will use reasonable efforts to refund any fees received, less any reasonable costs already incurred in preparation for the event. This refund shall constitute the client's sole and exclusive remedy and Sublime Timing Ltd. shall have no further liability.

 
SECTION 5
 
Client Responsibilities

5.1 The client agrees to provide accurate and timely information required for the provision of services by Sublime Timing Ltd. This includes participant data for online registration, event details and any other information necessary for chip timing, fulfilment and event management.

5.2 Any delays or inaccuracies in the information provided by the client may result in additional charges and Sublime Timing Ltd. shall not be held responsible for any resulting issues.

5.3 The client is responsible for ensuring that the event complies with all applicable laws, permits, safety requirements and regulations. Sublime Timing Ltd. is not responsible for event safety, medical cover or regulatory compliance.

 
SECTION 6
 
Liability

6.1 While Sublime Timing Ltd. will use reasonable skill and care to provide accurate and timely services, the client acknowledges that certain factors affecting the event may be beyond the control of Sublime Timing Ltd. These include, but are not limited to, illness, equipment breakdown, poor internet coverage, weather conditions, participant actions, fulfilment provider delays or other unforeseen events.

6.2 Sublime Timing Ltd. makes no guarantee that illness, technical failures, courier delays or other unforeseen circumstances will not impact the provision of results, fulfilment or any other service.

6.3 Results are provided on the basis of information available at the time and may be subject to review, correction, amendment, recalculation or republication.

6.3.1 Timing and results services rely upon participant compliance with event instructions, correct wearing and use of timing equipment, successful detection of timing devices, accurate information supplied by participants and organisers and other factors beyond the reasonable control of Sublime Timing Ltd.

6.3.2 The client acknowledges that no timing or results system can be guaranteed to be completely free from errors, omissions, missed detections, technical issues or subsequent amendments.

6.3.3 Sublime Timing Ltd. reserves the right to amend provisional or published results where additional information becomes available or where corrections are considered necessary.

6.4 Sublime Timing Ltd. shall not be liable for any indirect or consequential loss or damage of any kind, including but not limited to loss of profits, revenue, data or business opportunities arising from or related to the provision of services, whether in contract, tort (including negligence) or otherwise.

6.5 Subject to clauses 6.4 and 6.7, the maximum aggregate liability of Sublime Timing Ltd. in respect of any claim, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid by the client for the services under the relevant agreement.

6.6 It is the responsibility of the Event Organiser to obtain and maintain appropriate insurance cover against risks including, but not limited to, cancellation, loss of results, fulfilment delays or failure of services. Sublime Timing Ltd. cannot accept liability for any costs or losses arising in connection with such risks.

6.7 Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot legally be excluded or limited.

 
SECTION 7
 
Indemnity

7.1 The client agrees to indemnify and hold harmless Sublime Timing Ltd., its employees, agents and subcontractors against any claims, damages, liabilities, costs or expenses (including legal fees) arising from or in connection with:

• The client's failure to provide accurate or timely information;

• The conduct, safety or regulatory compliance of the event;

• Claims made by participants or third parties relating to the event or fulfilment services.

 
SECTION 8
 
Data Protection

8.1 Sublime Timing Ltd. will process personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018 and any successor legislation.

8.2 Depending upon the nature of the services provided, Sublime Timing Ltd. may act as either a Data Controller, Joint Controller or Data Processor in relation to personal data.

8.3 Where Sublime Timing Ltd. acts as a Data Processor, the client shall remain the Data Controller and shall be responsible for ensuring that there is an appropriate lawful basis for processing personal data and that all required notices, consents and disclosures have been provided.

8.4 Where Sublime Timing Ltd. acts as a Data Controller or Joint Controller, Sublime Timing Ltd. shall process personal data in accordance with its published Privacy Policy and applicable data protection legislation.

8.5 The client warrants that all personal data supplied to Sublime Timing Ltd. has been obtained lawfully and that the client has the right to provide such information for the purposes of registration, timing, results publication, fulfilment and event administration.

 
SECTION 9
 
Confidentiality

9.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the agreement. This includes, but is not limited to, participant data, event details and proprietary technology used by Sublime Timing Ltd.

 
SECTION 10
 
Governing Law and Jurisdiction

10.1 This agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

10.2 The parties shall first seek to resolve any dispute through good faith discussions.

10.3 Subject to clause 10.2, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

 
SECTION 11
 
Modification of Terms

11.1 Sublime Timing Ltd. reserves the right to modify, amend or update these Terms and Conditions from time to time.

11.2 Any amendments shall apply only to agreements entered into after the effective date of the amendment unless otherwise agreed in writing by the parties.

11.3 No amendment shall have retrospective effect in relation to an existing contract unless expressly agreed in writing.

 
SECTION 12
 
Severability

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

 
SECTION 13
 
Force Majeure

13.1 Sublime Timing Ltd. shall not be liable for any failure or delay in performing its obligations under this agreement where such failure or delay results from any cause beyond its reasonable control.

13.2 Such causes shall include, but are not limited to, illness, accident, equipment breakdown, software failure, power failure, internet failure, telecommunications failure, transport disruption, venue closure, strikes, lockouts or other industrial disputes, acts of God, adverse weather conditions, courier delays, fulfilment provider delays, government restrictions, pandemics, epidemics or any other circumstance beyond the reasonable control of Sublime Timing Ltd.

13.3 In such circumstances, Sublime Timing Ltd. shall be relieved from performing its obligations for the period of delay and for a reasonable time thereafter. The client's entitlement shall be limited to the remedies provided in clause 4.5.

 
SECTION 14
 
Entire Agreement

14.1 These Terms and Conditions, together with any estimate, quotation, proposal, statement of work or other written agreement issued by Sublime Timing Ltd., constitute the entire agreement between the parties.

14.2 The client acknowledges that it has not relied upon any statement, representation, assurance or warranty that is not expressly set out within the contractual documents.

14.3 Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.

 
SECTION 15
 
Definitions

15.1 In these Terms and Conditions:

"Client" means the person, organisation, club, company, charity or other entity engaging Sublime Timing Ltd. to provide services.

"Event Organiser" means the individual or organisation responsible for organising, operating and delivering the event.

"Services" means any service supplied by Sublime Timing Ltd., including but not limited to timing services, registration services, fulfilment services, results services, photography services and event support services.

"Sublime Timing Ltd." means Sublime Timing Ltd., its employees, agents and subcontractors.