TERMS & CONDITIONS
These Terms and Conditions (“Terms”) are the Terms that apply to the purchase of Goods and Services from Spook Cooks Limited a company registered in England, number 08812415, whose registered office is Unit 7, Tower Workshops, 58 Riley Road, London SE1 3DG (“SCL”).
- Definitions and Interpretation
1.1 In these Terms:
- “Agreement” means these Terms including any agreement, letter of intent, quotation, and any schedules,
variations and amendments agreed signed and initialled by the Parties. b. “Agreed Date” means the date on which the provision of the Services will commence as agreed by the Parties; c. “Agreed Times” means the times which the Parties shall agree upon during which SCL shall have access to the
Property to render the Services. d. “Business Days” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their
full range of normal business in England and Wales. e. “Client” means the individual or business that requires the Services subject to these Terms and any Agreement; f. “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with any Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). g. “Corkage” means the charge for a Client who wishes to purchase and provide wine for attendees/guests at any
Function and it is not provided by SCL as part of the price in any Agreement. h. “Final price” means the total of all sums payable which shall be shown on the invoice issued in accordance
with these Terms. i. “Goods” means the products supplied by SCL; j. “Function” means the complete rendering of the Services; k. “Party” mean SCL or Client; l. “Parties” means SCL and Client; m. “Property” means the Client’s property or premises, as detailed in the Order and any Agreement, at which the
Services are to be rendered; n. “Quotation” means the quotation given by SCL for the provision of Goods and/or Services quoted to the Client
by SCL. o. “Services” means including but not limited to catering, food, food supply, and ancillary catering and supply
services to be provided by SCL as detailed in these Terms. p. “Work Area” means the part of the Property within which the Services are to be delivered. 1.2 The headings of these clauses shall not affect the interpretation thereof. 1.3 If there is any inconsistency between what is set out in any of the conditions in these Terms and what is set out in
any communication in writing or variation (“Variation”) agreed in writing between the Parties the Variation shall prevail. 1.4 These Terms supersede any representations, documents, negotiations or understandings, whether oral or written,
made, carried out or entered into before the date of receipt of these Terms, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.
2. Quotes, Estimates, Deposit and Acceptance of Works
2.2 Where a deposit on works is required it will be set out in any Quotation. The standard deposit is 50% unless one of the following scenarios is true:
2.2.1 The Client is based outside of the UK in which case 80% deposit will be required.
2.2.2 The Client’s payments terms is over 30 days in which case 80% deposit will be required.
2.2.3 The Client has previously missed invoice payments in which case 80% deposit will be required.
2.3 All quoted prices are subject to VAT and are valid for three (3) months.
2.4 An Agreement shall not be deemed confirmed until any deposit or pre-payment for Goods and/or Services is made by the Client.
2.5 Unless agreed otherwise and set out in any Quotation any deposit paid shall be non-refundable.
2.6 SCL reserve the right to increase the initial 50% deposit amount (“Amended Deposit Fee” ADF) before any Function if the total amount set out in an Agreement increases by more than 20% or if SCL are required to pay new suppliers up front.
2.7 SCL’s Quotation is not an offer but merely an invitation to the Client to make an order for Goods and /or Services
under the terms and conditions of the Quotation.
2.8 SCL will only be bound to estimates provided in writing to the Client, which have also been signed by an
authorised representative of SCL. 2.9 SCL will not be bound to any estimates provided orally. 2.10 No variation or modification of or substitution for these Terms (even if included in or referred to in the document
placing the order) shall be binding on SCL unless specifically accepted by SCL in writing. 2.11 SCL may refuse to accept an Agreement
2.11.1 where goods are not available; 2.11.2 where we cannot obtain authorisation for your payment; 2.11.3 if there has been a pricing or service delivery description error; 2.11.4 if you do not meet any eligibility criteria set out in our Terms; or 2.11.5 for any other reason at our sole discretion. 2.12 Any estimate supplied by SCL is subject to withdrawal at any time before receipt of an unqualified acceptance
from the Client. 2.13 Any quote provided is not final and is subject to change dependent on variables of the Function which include but
are not limited to, hire losses/breakages, access, number of drinks consumed, additional staff hours, additional requirements on the day, menu choices, hire requirements based on menu choices. 2.14 Unless otherwise specified, all estimates provided are done on an ‘as is’ basis, and are not a fixed price quotation
or firm price. 2.15 In addition, SCL reserves the right to increase the price prior to any delivery of Services, equivalent to the
increase of cost to SCL including additional materials, labour, equipment hire and transport since the date of the provided estimate (either done so in writing, email or orally), unless the final price exceeds the estimated price by more than 10%, by which the Client may cancel the contract provided it does so prior to any works commencing (including the order of labour, food, materials or equipment hired). 2.16 Any samples, drawings, descriptive matter or advertising issued by SCL, and any descriptions or illustrations
contained in SCL's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of any Agreement (unless agreed in writing by the Parties). 2.17 SCL reserves the right to amend the Services if necessary to comply with any applicable law or regulatory
requirement, or if the amendment will not materially affect the nature or quality of the Services, and SCL shall notify the Client in any such event. 2.18 Any estimate provided by SCL may be revised in the following circumstances:
- If after the submission of the estimate by SCL, the Client instructs SCL in writing to provide additional
works or services not referenced or detailed within the estimate. b. If following the submission of the estimate by SCL, there is an increase in the cost of materials to be
supplied. c. If following the submission of the estimate by SCL, it is discovered further works and services need to be
carried out which had not been anticipated. d. If following submission of the estimate or works carried out, it is discovered that there was a manifest
error when the estimate was prepared. e. Where a quotation date is beyond 3 months.
3. Prices, Fees and Payment
3.1 Prices are subject to alteration or withdrawal without notice. 3.2 Orders can only be accepted subject to the condition that Goods will be invoiced at prices ruling on the date of
the Function unless otherwise stated on an official quotation of SCL. 3.3 SCL will seek confirmation of final numbers and dietary requirements at a designated time within any
Agreement. Where numbers change 14 days prior to the event date SCL reserve the right to change pricing that remove any agreed discounts without penalty. 3.3.1 Where SCL quote for a designated number then any reduction will not trigger or result in a reduced
charge . 3.3.2 Where SCL quote for a designated number then any additions will not trigger or result in a further
discount 3.4 Unless otherwise stated prices are net excluding VAT.
3.4.1 Where any taxable supply for VAT purposes is made under any Agreement the Client shall, on receipt of a valid VAT invoice from SCL, pay to SCL such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 3.5 Any dispute regarding VAT may be referred by the parties to HMRC for adjudication. 3.6 The charges for the Services shall be paid as follows:
3.7 A deposit of 50% of the estimated Final Price is payable forthwith on acceptance of the quotation issued by SCL; 3.8 Unless otherwise agreed between the Parties the deposit is non-refundable; 3.9 Unless otherwise agreed and set out in any Agreement 50% of the Final Invoice price is payable within 14 days
after the Function. 3.10 SCL shall not be precluded from charging the Client for any expenses reasonably incurred by the individuals
whom SCL engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by SCL for the performance of the Services, and for the cost of any materials. 3.11 The Client shall pay each invoice submitted by SCL in full and in cleared funds to a bank account nominated in
writing by SCL. 3.12 In the event that the prices of specific goods, labour and other products required or services increase during the
period between the Client’s acceptance of the Quotation and the commencement of the Services, SCL shall inform the Client of such increase and of any difference in the Final price. 3.13 SCL shall invoice the Client when the provision of the Services is complete. 3.14 Payment is accepted by cash, cheque, pay pal (which requires the addition of 3% administrative charge) or bank
transfer. Cheque payments are only accepted for deposit and will only be deemed paid upon receipt of cleared funds into SCL’s account. 3.15 In the event of non-payment or default in payment by the Client in accordance with agreed terms, SCL shall be
entitled without prejudice to any other right or remedy to charge interest, as per the Late Payment of Commercial Debts (Interest) Act 1998, in respect of all invoices which are not wholly paid by the due date. 3.16 Sums payable pursuant to these Terms or any Agreement are exclusive of Valued Added Tax (“VAT”) which
shall be paid at the prevailing rate providing it is properly detailed on an invoice in compliance with prevailing legislation. 3.17 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect
of any claim under these Terms or any Agreement at any time. 3.18 In the event of a cancellation of an Agreement by a Client before a Function the following percentages of the
Charges will be charged and become payable by the Client as follows 3.18.1 50% deposit as set out in sub clause 3.8; 3.18.2 21 days before any function 25% of remaining balance; 3.18.3 14 days 50% of remaining balance; 3.18.4 7 days 100% of remaining balance. 3.19 Where an event is designated as a late finish (after 11.30pm) there will be charges levied for staff transport which
will be charged at a minimum of £20 per staff member unless set out in any Agreement. 3.20 All additional parking, tolls, congestion charges, vehicle taxes and vehicle related charges incurred during site
visits and on the day of the event/function will be added to the Client’s final invoice.
4.1 Prior to the start of the Function SCL may need to carry out a full inspection of the Property in order to ensure
that the agreed Services are appropriate for the Property and can be rendered safely. 4.2 The Services shall be rendered in accordance with the specification and any accepted Quotation and in any
Agreement (as may be amended by mutual agreement from time to time). 4.3 SCL may provide sketches, plans, diagrams or similar documents in advance of the Function. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Function nor to guarantee specific results. 4.4 Any special materials required and set out by the Client must be paid via cleared funds to SCL seven (7) working
days prior to any agreed start date. 4.5 SCL shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which
is commensurate with best trade practice. 4.6 SCL shall ensure that all Goods and any products, parts, materials and other goods used in delivering the Services
are in compliance with any relevant standards and are free of defects at the time of use. 4.7 In as much as is reasonably possible, SCL shall use its reasonable endeavours to ensure that no work done will
have any effect on the Property outside of the Work Area. 4.7.1 Where any such effects as set out in sub clause 4.6 occur, SCL agrees to carry out all necessary remedial
work in agreement with the Client. 4.8 SCL shall ensure they comply with any and all relevant codes of practice. 4.9 If any damage is done by SCL during the course of the Function that is the fault of SCL, then SCL shall make
good that damage, or be offered the opportunity to remedy any damage.
4.10 Where any inspections are required following the completion of the Function it shall be agreed between the
Client and SCL to ensure that those inspections are carried out. 4.11 SCL will not be held liable for any circumstances which it could not have foreseen at the initial quote stage (the
“Unforeseen Event”) and the Client agrees to pay any extra costs to remedy any Unforeseen Event that cause postponement or cessation of the Services, after the initial quote has been accepted by the Client. 4.12 SCL may at its sole discretion either accept or reject any request for additional Services made prior to any
Function and will accept any such request only upon agreement in writing of the costs associated with such requests. 4.13 Any removal or rubbish or recycling will be agreed between the Parties. SCL reserves the right to charge the
Client where charged at £1.10 per head. Organisation of removal of waste must be agreed between SCL and Client prior to the event start date. 4.14 Any complaint regarding the Services must be lodged with SCL in writing to the address Unit 7, Tower
Workshops, 58 Riley Road, London, SE1 3DG or by email to email@example.com within 7 days from the finish of any Function.
5.1 Where Client is purchasing Goods only and, unless otherwise agreed, delivery shall take place kerbside at the
address supplied by the Client. Risk shall pass when the goods are delivered kerbside to the Client. 5.2 Goods shall be at the risk of the Client or their agent at the moment of arrival of the Goods at the point of delivery
and before the commencement of unloading or, at point of loading if the Client or a carrier/agent is collecting the Goods representing the Client. 5.3 If by reason of the Client's default the goods are not taken up or delivered by the date specified in the contract,
SCL may either treat the contract as repudiated or alternatively store the goods at the Client's risk and expense. Estimates of delivery dates and times are to be regarded as approximate only and SCL accepts no liability for any loss, injury, damage or expenses as a result of or consequent to any delay in delivery of goods. 5.4 Delay due to circumstances outside the control of SCL shall not entitle the Client to cancel any order or refuse to
accept delivery. Offers for delivery from stock are made subject to goods remaining unsold on receipt of order. 5.5 Deliveries are Monday to Friday 8am - 6pm unless otherwise stated. Specific time slots or delivery times outside
our standard delivery times may be negotiated by special arrangement and cost. Delivery times are estimates only. Any permits or access requirement must be obtained by Client and notified to SCL. If permits are not obtained by Client then Client agrees to indemnify SCL against any penalty charges levied against SCL for the delivery of goods. 5.6 Delivery vehicle parking must be within close and safe proximity to the delivery address. 5.7 The Client shall indemnify SCL against all claims for damages and liability whatsoever arising out of compliance
by SCL with the Client’s delivery instructions. Failed deliveries are rechargeable at the full rate. 5.8 If and when required the Client shall provide all necessary assistance to SCL in unloading Goods at the point of
delivery by way of a minimum two able-bodied helpers. It is the driver's responsibility to deliver the goods to within safe and practical distance to both themselves and the vehicle from the delivery point only and not into the delivery address. 5.9 The Client shall indemnify SCL against all claims for damages and liability whatsoever arising out of compliance
by SCL with the Clients delivery instructions. 5.10 Failed deliveries are rechargeable at the cost charged or incurred to SCL.
6. Service or Delivery Defects
6.1 Under no circumstances will SCL be responsible for any defects which result from the work of third party
contractors over which SCL has no control.
7.1 SCL cannot guarantee that any produce on our menu has not come into contact with nuts, nut derivatives or other
ingredients to which guests may have a serious allergic reaction. SCL therefore advise the Client to inform any attendee or guest at any Function of this Clause 8. 7.2 SCL request that any Client seeks advice on any severe allergy to nuts or other ingredients to talk to SCL directly
to arrange an alternative to the chosen meal and sets it out in any Agreement. 7.3 For any other allergen information relating to the menu for the event/function, please email
8. Food and Drinks
8.1 SCL cannot be held responsible for any food or drink provided directly by the Client or any other third party. 8.2 Drinks provided on a sale or return basis will be specified and agreed by the Parties prior to the event date.
Cocktails, specialised items and soft drinks are not provided on a sale or return basis. 8.3 Wines are subject to availability. Vintages and prices may vary.
8.4 Where Corkage is agreed then the Corkage charge will be agreed and set out in any Agreement. SCL reserve the
right to charge the cost of removal and disposal of any bottles where corkage is agreed. 8.5 Any unused food items including but not limited to food(s) foodstuffs, drinks (“Foodstuffs”) are the property of SCL and will be disposed of in accordance with appropriate Health Codes and SCL best practise. SCLs standard procedure is that they will not issue doggy bags, leave Foodstuffs for consumption after a Function or give Foodstuffs to be taken away from any Function. 8.5.1 Any specific request made to SCL under Clause 8.5 to leave Foodstuffs behind must be made, at the
latest, at point of final payment made by the Client (unless agreed otherwise by the Parties) prior to any Function. 8.5.2 Where this request is made then SCL will only grant it with their written consent (such consent not to be
unreasonably withheld or delayed). 8.5.3 It shall be a condition for the grant of such consent that the Client accepts full responsibility and liability
for any Foodstuffs left behind (including any disposal or clean-up costs) under these sub clauses 8.5.2 and 8.5.3 . 8.5.4 SCL reserve the right to not leave behind any Foodstuffs that, in their professional opinion, is outside of any chill chain requirements or its perishability will provide any risk to any person or animal consuming the Foodstuffs.
- Client’s Obligations
9.1 The Client is responsible for providing SCL accurate and detailed instructions relating to the provision of
Services. 9.2 The Client is required to provide details to SCL of any changes that may affect the provision of services in
reasonable time to enable actions to be taken to accommodate any new requirements. 9.3 The Client agrees to co-operate with SCL in all matters relating to the Services; and
9.3.1 provide SCL, its employees, agents, consultants and subcontractors, with access to the Premises as
reasonably required by SCL; and 9.3.2 keep all materials, equipment, documents and other property of SCL (“SCL Materials”) at the Client's
premises in safe custody at its own risk; and 9.3.3 maintain SCL Materials in good condition until returned to SCL; 9.3.4 and not dispose of or use SCL Materials other than in accordance with SCL's written instructions or
authorisation. 9.4 If any consents, licenses or other permissions are needed from any third parties such as landlords, planning
authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the commencement of the Services. 9.5 The Client shall ensure that SCL can access the Property at the Agreed Times to render the Services. 9.6 The Client shall have the option of giving SCL a set of keys to the Property or being present at the Agreed Times
to give SCL access. SCL warrants that all keys shall be kept safely and securely. 9.7 The Client shall ensure that SCL has access to electrical outlets and unless otherwise agreed a supply of hot and
cold running water. 9.8 The Client shall ensure that any work area is kept clear of hazards, furniture, fixtures and fittings and out of use
for the duration of the Function unless otherwise directed by SCL. 9.9 If the Client does access the work area at any time during the course of the Function they must observe all
relevant health and safety rules and must comply with any additional instructions given to them by SCL . 9.10 The Client shall ensure that any Function attendee or guest consuming alcohol is over the age of 18. 9.11 SCL accepts no liability for any attendee or guest’s alcohol consumption during any function. 9.12 If SCL's performance of any of its obligations under any Agreement is prevented or delayed by any act or
omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”) then without limiting or affecting any other right or remedy available to it, SCL shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays SCL's performance of any of its obligations; and 9.12.1 SCL shall not be liable for any costs or losses sustained or incurred by the Client arising directly or
indirectly from SCL's failure or delay to perform any of its obligations as set out in this clause 10.12; and 9.12.2 the Client shall reimburse SCL on written demand for any costs or losses sustained or incurred by SCL
arising directly or indirectly from the Client Default. 10. Cancellation
10.1 Where a Client cancels then SCL will refund all monies paid as set out in Clause 4. 10.2 The Client agrees to indemnify SCL against any special food preparation and equipment that is already ordered
by SCL, where SCL has liability for the cost, and the Client remains liable for these charges and will be invoiced. 11. Liability, Indemnity and Insurance
11.1 The Client shall indemnify SCL against all claims, demands, proceedings, actions, damages, costs, expenses and any other liabilities in respect of, or arising out of, the provision of the Services in relation to the injury or death of any person, or loss of or damage to any property including property belonging to SCL or SCL ’s Client, financial loss arising from any advice given or omitted to be given by the Client any other loss which is caused directly or indirectly by any act or omission of the Client. This does not apply to the extent that such injury, death, loss or damage arises out of the act, default, or negligence of SCL, its employees, or agents not being the Client or persons engaged by the Client. 11.2 SCL will accept liability for:
(i) death or personal injury resulting from its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be excluded by law. 11.3 SCL will accept liability for direct physical damage to the tangible property of the Client to the extent it is caused by the negligence of SCL subject to the exclusions set out in clause 14.5. Except as provided in clauses 12.2 and 12.3, SCL’s total liability in respect of any one default under any Order shall not exceed the total amount being paid under that Order. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim. SCL will be afforded a reasonable opportunity to remedy any such default. 11.4 SCL shall not be liable for loss of profit or goodwill of the Client or any other person arising, directly or
indirectly, from any breach of these Terms or any Agreement or for any other indirect or consequential damage whatsoever save as provided in this clause. 11.5 Except as provided in clause 12.2, SCL shall not be liable for:
(i) loss of business, sales, profits, revenue, anticipated savings, (even where the same arise directly from a breach of these conditions), loss of use or corruption of electrical supply or software corruption, data or information; (ii) special, indirect or consequential losses, even if foreseeable by or in the contemplation of SCL ;
or (iii) any claim made against the Client by any other person.
11.6 SCL shall ensure that he has in place at all times suitable and valid insurance covering Employers Liability,
Public Liability and Product liability. 11.7 SCL is not liable for any loss or damage suffered by the Client which results from the Client’s failure to follow
any instructions given by SCL. 11.8 SCL will not hold any responsibility for any damage suffered to a part of any property where the damage is in
whole or in part a consequence of a defect or weakness in that part of the Property. 11.9 SCL will not hold responsibility or liability for damage caused whilst connecting equipment for the delivery of
the Function. 11.10 If damage to plaster and brickwork is caused it will be the Client’s responsibility to make good. SCL cannot
accept responsibility for any damage to wallpaper, paintwork, tiles, carpet, furniture etc. . 11.11 The Client shall indemnify SCL against any costs, liability, damages, loss, claims or proceedings arising out of
the Client’s failure to meet any of its obligations or any other breach of these Terms or any Agreement. 11.12 SCL cannot guarantee that any produce is totally free from nuts, nut derivatives or other ingredients to which
guests of the Client may have an allergic reaction. 11.13 SCL cannot operate in a nut, gluten and/or allergen free environment. 11.14 It is the responsibility of the Client to advise guests with an allergy to nuts or other ingredients to contact SCL
directly to arrange an alternative to the chosen meal and the Client agrees to indemnify SCL, including reasonable legal costs, against any claim form a third party for any claim made under the provisions of sub clauses 11.12 & 11.13, where SCL are not negligent. 11.15 SCL assumes no responsibility for any damage or loss of merchandise, alcohol, equipment, furniture, clothing or
other valuables prior to, during or after the event. 11.16 SCL will do everything possible to ensure that any of the Clients or Property’s supplies, rentals and equipment
are cared for and maintained in good working order and without damage., but accepts no liability for any failure
or damage caused by reasonable usage during any Function, save for the neglect and/or wilful conduct of SCL, its employees, or its agents. 11.17 Any damages accepted by SCL will be replaced at the estimated cost of replacement not replacement at new
value. 11.18 Where an event over runs and SCL staff have to leave then SCL accepts no liability for damages or losses caused
after SCL depart. 11.19 The Client will indemnify SCL against any Claim made by the Property for any non compliance of actions by the
Client in not putting back furniture where it is the Clients responsibility. 12. Where Cloakroom facilities are provided and agreed SCL accepts no responsibility for guest’s possessions,
which are left at the owner’s own risk. 13. This clause 12 shall survive termination of the Contract.
14. Health and safety at work
14.1 SCL shall observe the provisions of the Health and Safety at Work Act 1974 and the Management of Health and Safety at Work Regulations 1999, Food Safety Act 1990 1990 and all other regulations, approved Codes of Practice and amendments thereto pertaining to the health and safety of employees and members of the public and shall ensure that its agents, employees and sub-Suppliers are competent to carry out their respective tasks with due regard to the Supplier's obligations under these Acts and other instruments. 14.2 In order to maintain and ensure compliance with food safety hygiene and health and safety legislation and regulations the Client shall not itself provide or engage any person, organisation or firm other than SCL to provide catering services at the Premises on the Function unless agreed in writing by the Client and SCL prior to the Function. 14.3 Each Party agrees to notify the other Party of any health and safety hazards which may arise in connection with
the performance of the Services.
15.1 “Confidential information” shall mean all information disclosed by one Party to the other, orally in writing or in
electronic form relating to any Agreement that is not in the public domain (except where disclosure is in the public domain due to a breach of this clause). It shall also include information, documents, drawings, reports or data the Supplier may acquire or generate under or in connection with this Agreement. 15.2 Each Party shall:
(i) treat all Confidential Information as secret and confidential and safeguard it accordingly; (ii) not disclose any Confidential Information to any third party without the prior written consent of the other Party, except to such extent as may be necessary for the performance of any Agreement; and, (iii) not use any Confidential Information otherwise than for the purposes of this Agreement. 15.3 The provisions of clause 17.2 and 17.3 shall not apply to any information which is:-
(i) or becomes public knowledge (otherwise than by breach of this clause 17); or (ii) in the possession of the Party concerned, without restriction as to its disclosure, before receiving
it from the disclosing Party; or (iii) received from a third party who lawfully acquired it and who is under no obligation restricting
its disclosure; or (iv) independently developed without access to the Confidential Information. 15.4 Nothing in this clause 17 shall prevent either Party :-
(i) disclosing any Confidential Information which is required to be disclosed by an order of court or other tribunal or required to be disclosed in accordance with any law, statute, proclamation, by- law, directive, decision, regulation, rule, order, notice, rule of court, delegated or subordinate legislation. 16. Intellectual Property Rights
16.1 The Client hereby grants to SCL a perpetual non-exclusive royalty-free license to use any deliverables or material created by the performance of any Agreement in which, but for this clause 16, the Client would own the IPR (including but not limited to recipes, data, drawings, design, working papers and the contents of any report). The Client agrees that SCL may without hindrance publish, alter, release, license or otherwise exploit and deal with such material as it thinks fit, via any medium. 16.2 Unless otherwise set out the Client agrees to SCL’s use of media taken of the Function for marketing purposes.
This will include the use of professional photographs taken at the event for marketing purposes. 16.3 The Client agrees to indemnify SCL, including reasonable legal costs, of any action by a third party of a claim for image rights unless set out in writing (for the purposes of this clause 17.3 in writing does not include email) where the Client has agreed SCL can operate as set out in sub clause 17.2.
- Data Protection
17.1 SCL agree to abide by the provisions of the General Data Protection Regulation (GDPR) 2018 for any works they
enact under any Agreement. 17.2 SCL will not share the Client’s personal data with any third parties for any reasons without the prior consent of
the Client. 17.3 Such data will only be collected, processed and held in accordance with SCL’s rights and obligations arising
under the provisions and principles of the General Data Protection Regulation (GDPR) 2018.
18. Force majeure
18.1 Neither Party to this Agreement shall be liable to the other nor held in breach of any Agreement if either Party is
prevented, hindered or delayed in the performance of its obligations under any Agreement by any act of God, war, riot, civil commotion, explosion, fire, radiation, accident, terrorism, government action, interruption in the supply of power, labour dispute other than a dispute concerning the Supplier's employees or the employees of its sub-Suppliers, epidemic or other circumstances beyond the control of the Parties which prevents a Party from, or hinders or delays a Party in performing its obligations under this Agreement (and which the application of due diligence and foresight could not have prevented).
19.1 Either Party may immediately terminate any Agreement by giving written notice to the other Party if:
19.1.1 If either Party commits a fundamental breach of its obligations without remedy under any Agreement; 19.1.2 any sum owing to that Party by the other Party under any of the provisions of any Agreement is not paid
within 7 Business Days of the due date for payment; 19.1.3 the other Party commits any other breach of any of the provisions of any Agreement and, if the breach is
capable of remedy, fails to remedy it within 7 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied; 19.1.4 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of that
other Party; 19.1.5 the other Party makes any voluntary arrangement with its creditors or, becomes subject to an
administration order (within the meaning of the Insolvency Act 1986); 19.1.6 the other Party has a provisional liquidator, receiver, or manager of its business or undertaking duly
appointed; 19.1.7 the other Party has possession taken by or on behalf of the holder of any debentures secured by a floating
charge, of any property comprised in, or subject to, the floating charge; 19.1.8 the other Party is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a
receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order; 19.1.9 if there is a change of control in the shareholding; 19.1.10 where a Party or any of its employees or sub-suppliers becomes embroiled in matters attracting
significant negative publicity liable to reflect adversely on the other Party, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence; 19.1.11 where the Party is an individual if he shall die or be judged incapable of managing his affairs within the
meaning of Part VII of the Mental Health Act 1983. 19.1.12 that other Party ceases, or threatens to cease, to carry on business; or 19.2 The rights to terminate any Agreement shall not prejudice any other right or remedy of either Party in respect of
the breach concerned (if any) or any other breach. 20. Effects of Termination
20.1 Upon the termination of any Agreement for any reason:
20.1.1 any sum owing by either Party to the other under any of the provisions of any Agreement shall become
immediately due and payable; 20.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination
of any Agreement shall remain in full force and effect; 20.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of any Agreement which exist at or before the date of termination; 20.1.4 subject as provided in this Clause 21 and except in respect of any accrued rights neither Party shall be
under any further obligation to the other; and 20.1.5 each Party shall (except to the extent referred to in Clause 17) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
- Dispute resolution
21.1 In the event of a disagreement or dispute between the Parties in relation to the Services or in relation to the interpretation of any Agreement, the Parties shall, in the first instance endeavor to resolve the disagreement or dispute themselves (or through their representatives). 21.2 In the event of a failure to reach an agreement in accordance with clause 23.1 within a reasonable time then the disagreement or dispute shall be referred to any mediation or conciliation procedure by reference to a third independent party agreed by the Parties. Any such mediation or conciliation will not be binding on the Parties. 21.3 If such dispute or difference is not resolved within twenty-one days of the dispute being referred to mediation or conciliation under clause 22.2 then such dispute or difference shall if so agreed by the Parties be referred to an arbitrator agreed between the Parties or the lowest cost binding arbitration, or, in default of such agreement to be nominated by the President of the Chartered Institute of Arbitrators and such a referral to arbitration shall be deemed to be a referral in accordance with the Arbitration Act 1996 and any statutory modification or re- enactment thereof for the time being in force. 21.4 The costs of mediation, conciliation and/or the appointment of the arbitrator shall be shared equally between the
Parties and the arbitrator shall determine which Party shall pay any costs subsequently incurred. 22. Notices
All notices served under any Agreement shall be in writing (for this clause 24 in writing is not classed as email) and shall be delivered by hand or sent by pre-paid first class recorded delivery post, in the case of any Agreement to the addresses agreed and exchanges at point of Order (which addresses may themselves be amended by notice in accordance with this clause). Notices served by hand will be deemed served the day after service. Notices sent by post shall be deemed to have been received by the addressee 2 days after the day on which they were posted (excluding weekends and public holidays). 23. Waiver
Failure by either Party at any time to enforce the provisions of these Terms or to require performance by either Party of any of the provisions of these Terms shall not be construed as a waiver of or as creating an estoppel in connection with any such provision and shall not affect the validity of these Terms or any part thereof or the right of either Party to enforce any provision in accordance with its terms. 24. Illegality
If any provision or term of any Agreement or any part of it shall become unenforceable for any reason whatsoever, including but without limitation by reason of the provisions of any legislation, Regulation, Order, Direction of the Secretary of State or other provision having the force of law or by reason of any decision of any Court of competent jurisdiction, the validity and enforceability of the remainder of any Agreement shall not be affected thereby and shall remain in full force and effect. Where any such provision or decision substantially affects or alters the ability of either of the Parties to comply fully with its contractual obligations the Parties shall negotiate in good faith to amend and modify the provisions and terms of any Agreement as may be necessary or desirable in the circumstances
25. Assignment and Sub-Contracting
25.1 Subject to sub-Clause 26.2 any Agreement shall be personal to the Parties. Neither Party may assign, or sub-
licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld. 25.2 SCL shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub- contractor shall, for the purposes of any Agreement, be deemed to be an act or omission of SCL.
26. Relationship of the Parties
Nothing in any Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in any Agreement.
27. Entire Agreement
27.1 Any Agreement contains the entire agreement between the Parties with respect to its subject matter and may not
be modified except by an instrument in writing signed by the duly authorised representatives of the Parties. 27.2 Each Party shall acknowledge that, in entering into any Agreement, it does not rely on any representation,
warranty or other provision except as expressly provided in any Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Any Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
In the event that one or more of the provisions of any Agreement and/or of these Terms is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of any Agreement and/or these Terms. The remainder of any Agreement and/or these Terms shall be valid and enforceable. 30. Permits/licenses
If and to the extent the Client requires any licenses, permits, registrations or other authorisations of any governmental or semi-governmental body, agency, or organization in connection with the execution of Services pursuant to any Agreement, Client undertakes to obtain such licenses, permits, registrations and other authorisations and Client undertakes to indemnify and hold SCL harmless from and against any claims of such governmental or semi-governmental bodies, agencies or organisations or of any other third parties relating to the omission of Client to obtain such licenses, permits, registrations and other authorisations.
31. Contracts (Rights of Third Parties)
The Contracts (Rights of Third Parties) Act 1999 shall not apply to any Agreement and no person who is not a party to any Agreement shall be entitled to enforce any of the provisions of any Agreement pursuant to that Act.
32. Governing law
These Terms are governed by, and are to be construed in accordance with, English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.