Terms & Conditions

1. Definitions and Interpretation

1.1 In these Terms:

a. “Agreement” means these Terms including any agreement, letter of intent, quotation, the Schedule, the Order and any other schedules, variations and amendments agreed in writing and/or signed 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. “Cancellation Fee” means percentage (%) of the total original quoted price plus VAT.

f. “Client” means the individual or business that requires the Services subject to these Terms and any Agreement;

g. “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) and which is not in the public domain.

h. “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.

i. “Data Protection Laws” means, as binding on either party and the Goods and Services, (i) the GDPR, (ii) the Data Protection Act 2018, (iii) any laws which implement or supplement any such laws, and (iv) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

j. “Deposit” means the applicable deposit as set out in the Schedule.

k. “Final price” means the total of all sums payable which shall be shown on the invoice issued in accordance with these Terms.

l. “Function” means the event at which complete rendering of the Services takes place;

m. “GDPR” means the General Data Protection Regulation ((EU)2016/679) as it forms part of domestic law in the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the UK or a part of the UK from time to time);

n. “Goods” means any goods and/or products that may be required and/or ordered by the Client in connection with the provision of the Services;

o. “IPR” means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

p. “Order” means the Client’s order for the supply of Goods and/or Services, as set out in the Client’s written acceptance of SCL’s Quotation, or as may be appended to this Agreement (as the case may be);

q. “Party” means either SCL or Client;

r. “Parties” means both SCL and Client;

s. “Property” means the Client’s property or premises, as detailed in the Schedule and any Agreement, at which the Goods may be delivered and the Services are to be rendered;

t. “Quotation” means the quotation given by SCL to the Client for the provision of the Goods and/or Services.

u. “Services” means the provision of catering services, food, food supply, and ancillary catering and supply services to be provided by SCL from time to time, in accordance with these Terms.

v. “Schedule” means the schedule set out at the beginning of these Terms as is incorporated into these Terms;

w. “Work Area” means the part of the Property within which the Services are to be delivered.

x. “written” means any communication in any format, including by email.

1.2 The headings of these clauses shall not affect the interpretation thereof.

1.3 Should there be any inconsistency between the terms of the Schedule and the terms contained in the Terms, the terms of the Schedule will prevail. If there is any inconsistency between what is set out in any of the conditions in these Terms and the Schedule and what is set out in any communication in writing or variation of the same (“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, Deposit and Acceptance of Works

2.1 All quoted prices for the Services shall not constitute an offer, are subject to VAT (and are exclusive of VAT) and are valid for three (3) months from the date of issue, after which they are subject to change.

2.2 Written acceptance of a quote by the Client and/or its authorised representative and SCL constitutes an Order and a legally binding agreement for SCL to proceed with the supply of the Goods and/or Services to the Client and constitutes an Agreement between the Parties.

2.3 Upon written acceptance being received by SCL and SCL providing written acceptance of the same, a Deposit invoice will be raised and issued to the Client and is due and payable upon receipt.

2.4 Unless otherwise agreed in writing or where specified in this Agreement, any Deposit payable and/or paid shall be non-refundable.

2.5 The Deposit applicable will be listed on the Schedule and is subject to VAT.

2.6 Failure of the Client to pay the Deposit invoice by the due date or prior to the date of the Function, gives SCL the right to terminate any Agreement and to charge the Client for any costs incurred from the date of Acceptance up to the date of Termination by SCL, plus a reasonable margin and an additional 10% Cancellation Fee.

2.7 SCL will only be bound by the quoted prices and specification provided to the Client in writing which have been accepted in writing by the Client.

2.8 SCL will not be bound to any estimates provided orally.

2.9 Any quote supplied by SCL may be withdrawn at any time before an Agreement is received from the Client.

2.10 Any quote provided is not final, does not constitute a fixed price or firm price and is subject to change in accordance with the terms of the Agreement and is dependent on variables of the Function which include but are not limited to, excessive hire losses/breakages, site visits, access, number of drinks consumed, additional staff hours, additional requirements on the day, additional parking and transport costs, and menu choice changes.

2.11 Any quotation provided by SCL may be revised, as follows:

2.11.1 If after the provision of the quote by SCL and subsequent Agreement by the Client, but prior to the delivery of the Services:

2.11.1.1 The Client instructs SCL in writing to provide additional works or services not referenced or detailed within the original quote;

2.11.1.2 It is discovered further works and services need to be carried out which had not been anticipated; and/or

2.11.1.3 It is discovered that there was a manifest error when the estimate was prepared.

2.11.2 The Client will be informed of the cost of any revisions under this section either in writing or orally and SCL will endeavour to provide a revised quotation, however where the cost implication is minimal and/or there is insufficient time prior to the event to do so, no updated quote will be provided.

2.11.3 Where the revised quoted price at 2.11.1 exceeds the original quoted price by more than 20%, and subject to clause 10, the Client may Terminate the Agreement provided it does so prior to any work having commenced (including the order of labour, food, materials or equipment hired).

2.12 SCL will seek confirmation of final numbers and dietary requirements prior to the date of the Function, by the date listed on the Schedule. After that date and where numbers are less than those quoted:

2.12.1 there shall be no reduction to the quoted price; and

2.12.2 any changes to dietary requirements not quoted will be charged and become payable by the Client at an additional cost.

3. Prices, Fees and Payment

3.1 Prices are subject to change pursuant to clauses 2.10 to 2.13 (inclusive) and clauses 3.2 and 3.3.

3.2 The price for the Goods and/or Services shall be the price set out in the Order, or, if no price is quoted, the price set out in SCL’s price list as at the date of the provision of the Services.

3.3 SCL reserves the right to:

3.3.1 increase the prices at any time up to the date of the provision of the Services, in line with (i) the percentage increase in the Retail Prices Index (RPI), which shall be based on the latest figure for the percentage increase in RPI at the date of the Function, or (ii) the rate of inflation, at the date of the Function, whichever is the higher;

3.3.2 increase the price for the Goods, by giving notice in writing to the Client at any time before delivery, to reflect any increase in the cost of the Goods to SCL that is due to:

3.3.2.1 any factor beyond the control of SCL (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing or supply costs);

3.3.2.2 any request by the Client to change the delivery date(s), quantities or types of Goods ordered or the specification of the Goods; or

3.3.2.3 any delay caused by any instructions of the Client in respect of the Goods or failure of the Client to give SCL adequate or accurate information or instructions in respect of the Goods.

3.4 In accordance with clause 2.10, the final invoice price will take into account the cost of any variables incurred on the day of the Function or that relate to the day of the Function.

3.5 SCL shall provide a final invoice to the Client upon completion of the provision of the Services (“Final Invoice”).

3.6 The Final Invoice price is payable by the Client within 14 days of the date of the Final Invoice.

3.7 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 and accommodation costs, subsistence and any associated expenses, and for the cost of services provided by any third parties as are required by SCL for the performance of the Services, and for the cost of any materials.

3.8 The Client shall pay each invoice submitted by SCL in full and in cleared funds to a bank account nominated by SCL.

3.9 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, at the rate (from time to time) under the Late Payment of Commercial Debts (Interest) Act 1998, in respect of all invoices which are not wholly paid by the due date.

3.10 In the event that any amounts payable by the Client to SCL under these Terms remain unpaid, SCL reserves the right to use the services of a debt collection agency, solicitors or other applicable third parties, to recover the debt. In such event, the Client shall indemnify SCL for any costs and expenses incurred in relation to the recovery of the debts owed to SCL.

3.11 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.

3.12 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.

4. Services

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 any site specification and any accepted quotation and/or Order, which constitute the Agreement.

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 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.

4.5 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.

4.6 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 SCL shall ensure they comply with any and all relevant codes of practice.

4.8 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 and/or Order has been accepted by the Client.

4.9 SCL may at its sole discretion either accept or reject any request for additional Services made prior to, or during, any Function and will only accept any such request upon agreement in writing by the Client of the costs associated with such requests. Any such additional costs will be detailed in the Final Invoice.

4.10 Under no circumstances will SCL be responsible for any defects which result from the work of any third party contractors.

4.11 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.

5. Delivery

5.1 Goods shall be at the risk of the Client immediately following the unloading of the Goods at the Property.

5.2 If, due to any act or omission of the Client, the Goods are not able to be delivered on the date specified in the Agreement or as otherwise agreed in writing between the Parties, SCL may charge the Client for the additional costs of re-delivery and/or storage.

5.3 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.

5.5 Any permits or access requirements must be obtained by Client and notified, and where required, provided, to SCL. If permits are not obtained by the Client, then Client agrees to indemnify SCL against any penalty fees and charges levied against SCL for the delivery of Goods.

5.6 The Client shall ensure that delivery vehicle parking is within close and safe proximity to the delivery address.

6. Allergies (YOUR PARTICULAR ATTENTION IS TO BE DRAWN TO THIS CLAUSE)

6.1 SCL may use, prepare and provide menu items in a kitchen or other work space where allergens are present. Whilst SCL endeavours to keep certain food products separate, it cannot guarantee that any item will be allergen free, even after ingredients have been removed on request, as certain ingredients may be purchased from third party suppliers where such ingredients may have been processed or prepared where allergens are present and so there may still be a risk of cross-contact.

6.2 In particular, menu items may contain or come into contact with; cereals containing gluten, eggs, peanuts, tree nuts, pine nuts milk, crustaceans, fish, celery, celeriac, molluscs, lupin, mustard, sesame, soya, sulphur dioxide and sulphites.

6.3 SCL keep detailed allergen and ingredient information on all menu items and these can be provided upon request.

6.4 Should a Client and or any guest of the Client have any specific allergies or intolerances, it is the responsibility of the Client to:

6.4.1 notify SCL prior to menu selection, to arrange an alternative, at least 4 weeks prior to the date of the Function; and

6.4.2 provide SCL with a detailed seating plan for the Function, at least two (2) weeks prior to the Function.

For the avoidance of doubt, it is the Client’s sole responsibility to inform and notify SCL of any specific allergies or intolerances of any guests at the Function. In the event that the Client makes any changes to the seating plan, it shall notify SCL immediately in writing of such change SCL takes no responsibility and shall not be liable for failing to make suitable adaptations for the Function, if the Client fails to notify SCL of such allergies or intolerances in accordance with this clause 6.4.

6.5 Where any vegan food is prepared, it is made to a vegan recipe but is not suitable for those with (without limitation) milk or egg allergies.

6.6 The Client should ensure that it contacts SCL prior to the Function if it requires any further information in respect of the provisions set out in this clause 6.

7. Food and Drinks

7.1 SCL cannot be held responsible for any food or drink at the Function that is provided directly by the Client or any other third party.

7.2 Drinks provided on a sale or return basis will be specified and agreed by the Parties prior to the date of the Function. Cocktails, specialised items and soft drinks are not provided on a sale or return basis.

7.3 Wines are subject to availability. Vintages and prices may vary.

7.4 Where Corkage is agreed:

7.4.1 the Corkage charge will be set out in the Quote and/or the respective Order; and

7.4.2 SCL reserves the right to charge the cost of removal and disposal of any bottles.

7.5 In the event that any food and/or drink at the Function is provided directly by the Client or any other third party, SCL reserves the rights to charge the Client for any costs and expenses incurred in relation to the removal and disposal of any such food and drinks, such costs and expenses to be set out in the Final Invoice.

7.6 SCL reserves the right to substitute items, for those that are similar or comparable, where an item of food or drink (or the main component of its ingredients) which was originally quoted is unavailable or has increased in cost between acceptance of the quote and purchase of the item or ingredient.

7.7 Any unused food items including but not limited to food(s) foodstuffs, drinks (“Foodstuffs”) are the property of SCL and will be disposed of by SCL (or a third party as nominated by SCL) 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 allow Foodstuffs to be taken away from any Function.

8. Client’s Obligations

8.1 The Client is responsible for providing SCL accurate and detailed instructions relating to the provision of Services.

8.2 The Client is required to provide details to SCL of any changes that may affect the provision of the Services within reasonable time to enable actions to be taken to accommodate any new requirements. SCL shall not be responsible for the failure of effecting any changes if insufficient notice is provided by the Client.

8.3 The Client agrees to cooperate with SCL in all matters relating to the Services; and

8.3.1 Provide SCL, its employees, agents, consultants and subcontractors, with access to the Property as reasonably required by SCL; and

8.3.2 Keep all Goods, materials, equipment, documents and other property of SCL (“SCL Materials”) at the Client's premises in safe custody at its own risk; and

8.3.3 Maintain SCL Materials in good condition until returned to SCL; and

8.3.4 Not dispose of or use SCL Materials other than in accordance with SCL's written instructions or authorisation.

8.4 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.

8.5 The Client shall ensure that SCL can access the Property at the Agreed Times to render the Services.

8.6 The Client shall ensure that SCL has access to electrical outlets and unless otherwise agreed a supply of hot and cold running water.

8.7 The Client shall ensure that any work area is kept clear of hazards, furniture, fixtures and fittings for the duration of the Function unless otherwise directed by SCL.

8.8 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.

8.9 The Client shall ensure that any Function attendee or guest consuming alcohol is over the age of 18.

8.10 SCL accepts no liability for any attendee or guest’s alcohol consumption during any Function.

8.11 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:

8.11.1 SCL shall have the right to suspend performance of the Services until the Client remedies the Client Default, and will be relieved from the performance of any of its obligations to the extent the Client Default prevents or delays SCL's performance of any of its obligations;

8.11.2 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; and

8.11.3 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.

9. Postponement

9.1 More than 90 days prior to the Function a Client may postpone and reschedule the Function to a future date, on the following conditions;

9.1.1 No charge to postpone and reschedule;

9.1.2 Non-refundable Deposit will be held (on a non-refundable basis) and will be re-applied to the re-booked future Function;

9.1.3 The rescheduled Function must be for equal to or greater than the original accepted quoted price;

9.1.4 There is no limit to the number of times the Client may postpone and reschedule the Function, provided it is always done more than 90 days in advance.

9.2 More than 60 days, but less than 90 days prior to the Function a Client may postpone and reschedule the Function to a future date, on the following conditions;

9.2.1 15% Cancellation Fee shall become payable by the Client to SCL upon demand by SCL;

9.2.2 Non-refundable Deposit (less the Cancellation Fee) will be held (on a non-refundable basis) and will be re-applied to the re-booked future Function;

9.2.3 The rescheduled Function must be for equal to or greater than the original accepted quoted price;

9.3 More than 30 days, but less than 60 days prior to the Function a Client may postpone and reschedule the Function to a future date, on the following conditions;

9.3.1 25% Cancellation Fee shall become payable by the Client to SCL upon demand by SCL;

9.3.2 Non-refundable Deposit (less the Cancellation Fee) will be held (on a non-refundable basis) and will be re-applied to the re-booked future Function;

9.3.3 The rescheduled Function must be for equal to or greater than the original accepted quoted price;

9.4 Less than 30 days, but more than 14 days prior to the Function a Client may postpone and reschedule the Function to a future date, on the following conditions;

9.4.1 40% Cancellation Fee shall become payable by the Client to SCL upon demand by SCL;

9.4.2 Charges will be immediately payable by the Client for any costs incurred from the date of acceptance of the Order to the date of cancellation by the Client, plus a reasonable margin, where costs exceed the Cancellation Fee at 9.4.1;

9.4.3 Non-refundable Deposit (less the Cancellation Fee) will be held (on a non-refundable basis) and will be re-applied to the re-booked future Function;

9.4.4 The rescheduled Function must be for equal to or greater than the original accepted quoted price;

9.5 Any requests to postpone the Function in accordance with the provisions set out in clause 9, must be in writing and be addressed to the relevant SCL representative handling the Function.

10. Cancellation

10.1 In the event of cancellation of an Agreement by a Client before the date of the Function the following charges will apply:

10.1.1 Cancellation by the Client more than 6 months prior to the date of a Function:

10.1.1.1 Non-refundable Deposit to be forfeited by the Client and retained by SCL; and

10.1.1.2 Charges will be immediately payable by the Client for any costs incurred from the date of acceptance of the Order to the date of cancellation by the Client, plus a reasonable margin, where costs exceed the amount at clause 10.1.1.1,

10.1.2 Cancellation by the Client between 6 months and 3 months prior to the date of a Function:

10.1.2.1 Non-refundable Deposit to be forfeited by the Client and retained by SCL;

10.1.2.2 20% of the price as set out in the Order; and

10.1.2.3 Charges will be immediately payable by the Client for any costs incurred from the date of acceptance of the Order to the date of cancellation by the Client, plus a reasonable margin, where costs exceed the amounts at clauses 10.1.2.1 and 10.1.2.2,

10.1.3 Cancellation by the Client between 3 months and 14 days prior to the date of a Function:

10.1.3.1 Non-refundable Deposit to be forfeited by the Client and retained by SCL;

10.1.3.2 50% of the price as set out in the Order; and

10.1.3.3 Charges will be immediately payable by the Client for any costs incurred from the date of acceptance of the Order to the date of cancellation by the Client, plus a reasonable margin, where costs exceed the amounts at clauses 10.1.3.1 and 10.1.3.2

10.1.4 Cancellation by the Client less than 14 days prior to a Function, 100% of the price as set out in the Order.

10.2 Cancellation must be in writing and be addressed to the relevant SCL representative handling the Function.

11. Liability, Indemnity and Insurance

11.1 Nothing in these terms limits or excludes the liability of SCL:

11.1.1 For death or personal injury resulting from its negligence;

11.1.2 For fraud or fraudulent misrepresentation;

11.1.3 Breach of the terms implied by section 12 of the Sales of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

11.1.4 Any other losses which cannot be excluded or limited by applicable law.

11.2 Subject to clause 11.1, SCL will be under no liability to the Client whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any indirect or consequential loss, howsoever caused arising out of or in connection with any breach by SCL of any of the express or implied terms of these Terms and Conditions.

11.3 Subject to clause 11.1, SCL’s and its employees’ aggregate liability under these Terms whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss howsoever caused other than for death or personal injury caused by SCL and its employees’ negligence shall not exceed the total amount paid by the Client to SCL under this Agreement up to the date in which the incident giving rise to the liability arose.

11.4 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 for loss of or damage to any property which is caused directly or indirectly by any act or omission of the Client.

11.5 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 and subject to the exclusions set out in clause 11.6. SCL’s total liability in respect of this clause shall not exceed £5,000. 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.

11.6 Subject to clause 11.1, SCL shall not be liable for any of the following (whether direct or indirect):

11.6.1 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, loss of contract, loss of commercial opportunity or harm to reputation or loss of goodwill;

11.6.2 special, indirect or consequential losses, even if foreseeable by or in the contemplation of SCL;

11.6.3 any claim made against the Client by any third party or any other person;

11.6.4 any of the Client’s guests’ possessions, where cloakroom facilities are provided and agreed. Possessions are left at the owner’s own risk;

11.6.5 for any damage or loss of merchandise, alcohol, equipment, furniture, clothing or other valuables prior to, during or after the Function, made by any third parties or any sub-contractors of SCL;;

11.6.6 any loss or damage suffered by the Client which results from the Client’s failure to follow any instructions given by SCL;

11.6.7 where the damage is in whole or in part a consequence of a defect or weakness in that part of the Property;

11.6.8 where damage is caused whilst connecting equipment for the delivery of the Function;

11.6.9 where any damage is caused or any losses incurred as a result of any indirect or direct acts or omissions, or the negligence, of any sub-contractors of SCL or any other third party engaged by SCL;

11.6.10 the acts or omissions of any third parties (including any of their officers, employees, staff and/or sub-contractors) engaged by SCL and/or the Client in relation to the Function and/or the provision of the Services; and

11.6.11 any minor damage to plaster and brickwork, wallpaper, paintwork, tiles, carpet and furniture including standard wear and tear.

11.7 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.

11.8 The Client agrees to indemnify SCL, including for reasonable legal costs, against any and all claims made by any third parties for damages and liability whatsoever arising under clause 6.

11.9 The Client agrees 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 any required licenses, permits, registrations and other authorisations.

11.10 SCL shall ensure that there is in place at all times suitable and valid insurance covering Employers Liability, Public Liability and Product liability.

11.11 This clause shall survive termination of the Agreement.

12. Health and safety at work

12.1 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 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 SCL’s obligations under these Acts and other instruments.

12.2 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 date of the Function unless agreed in writing by the Client and SCL prior to the date of the Function.

12.3 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.

13. Confidentiality

13.1 Each Party shall:

13.1.1 treat all Confidential Information as secret and confidential and safeguard it accordingly;

13.1.2 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 provided that any third party to whom any Confidential Information is provided, complies with this clause 13; and,

13.1.3 not use any Confidential Information otherwise than for the purposes of this Agreement.

13.2 Nothing in this clause shall prevent either Party from 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.

14. Intellectual Property Rights

14.1 All IPR in or arising out of or in connection with the Services (other than the IPR in any materials provided by the Client) shall be owned by SCL.

14.2 SCL hereby grants to the Client a perpetual non-exclusive royalty-free license to use any deliverables or material created by the performance of the Services under any Agreement in which, but for this clause, SCL 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.

15. Data Protection

15.1 SCL agree to abide by the provisions of the Data Protection Laws in relation to any works they enact under any Agreement and for any data collected, processed and held for the purposes of the provision by SCL of the Services.

15.2 SCL will not share the Client’s personal data (as defined under the Data Protection Laws) with any third parties for any reasons without the prior consent of the Client.

16. Force majeure

16.1 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, interruption in the supply of power, labour dispute (other than a dispute concerning the Party relying on this clause’s employees or the employees of its sub-suppliers), epidemic or other circumstance beyond the control of and not currently known by the Parties (for the avoidance of doubt this clause excludes Covid-19) 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). If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Agreement in accordance with the terms of this Agreement by giving 14 days’ written notice to the affected Party.

17. Termination

17.1 Either Party may immediately terminate any Agreement by giving written notice to the other Party if:

17.1.1 If either Party commits a fundamental breach of its obligations without remedy under any Agreement;

17.1.2 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;

17.1.3 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;

17.1.4 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of that other Party;

17.1.5 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), or appoints a liquidator, receiver, or manager of its business or undertaking;

17.1.6 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;

17.1.7 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;

17.1.8 if there is any substantial change of control in the shareholding of the other Party;

17.1.9 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;

17.1.10 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.

17.2 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.

18. Effects of Termination

18.1 Upon the termination of any Agreement for any reason:

18.1.1 any sum owing by either Party to the other under any of the provisions of any Agreement shall become immediately due and payable;

18.1.2 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;

18.1.3 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;

18.1.4 subject as provided in this clause 18 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

18.1.5 each Party shall (except to the extent referred to in clause 15) 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.

19. Dispute resolution

19.1 If a dispute arises between the Parties either Party may refer the matter for determination in accordance with the procedure set out in this clause.

19.2 Any complaint regarding the Services must be lodged with SCL in writing, addressed to the Director, either by email at hello@spookcooking.com or to the address Arch 65, Queens Circus, Nine Elms, SW8 4NE within 7 days from the completion of any Function.

19.3 A dispute referred for determination under this clause shall be resolved by referral in the first instance to a Director of the Client and a Director of SCL.

19.4 No Party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute through the discussions referred to above in clause 19.2 and clause 19.3, and either the dispute has not been settled within 21 days of the discussions detailed at clause 19.3 above occurring or the other Party has failed to participate in the discussions, provided that the right to issue proceedings is not prejudiced by a delay.

20. Notices

All notices served under any Agreement shall be in writing (for this clause in writing is not classed as email) and shall be delivered by hand or sent by pre-paid first class recorded delivery post to the addresses stated at the beginning of this Agreement. 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).

21. 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.

22. Assignment and Sub-Contracting

22.1 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.

22.2 Subject to sub-Clause 22.3, 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.

22.3 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. .

23. 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.

24. Entire Agreement

24.1 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.

24.2 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.

25. Variation

No Variation of the Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each Party.

26. Severance

If any provision or term of any Agreement or any part of it shall become unlawful, invalid or otherwise unenforceable for any reason whatsoever, 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.

27. Governing law

These Terms are governed by, and are to be construed in accordance with, English law. In the event that any dispute arising out of or in connection with these Terms is not resolved in accordance with clause 19, the Parties submit to the exclusive jurisdiction of the courts of England.

TERMS & CONDITIONS

These Terms and Conditions (“Terms”) are the Terms that apply to the purchase of Goods and Services(defined below) from Spook Cooks Limited a company registered in England, number 08812415, whose registered office is Arch 65, Queens Circus, Nine Elms, SW8 4NE (“SCL”).