PLEASE NOTE THAT YOU DO NOT HAVE A CANCELLATION RIGHT UNDER THE CONSUMER CONTRACTS (INFORMATION, CANCELLATION AND ADDITIONAL CHARGES) REGULATIONS 2013 IN RELATION TO ANY CONTRACT ENTERED INTO FOR AN EVENT (AS DEFINED BELOW). ALL EVENTS ARE BESPOKE AND CREATED ON AN INDIVIDUAL BASIS FOR EACH CLIENT.
IF YOU ARE DEALING AS A CONSUMER (AS DEFINED IN CONSUMER PROTECTION LEGISLATION) THEN YOU HAVE CERTAIN LEGAL RIGHTS; IF YOU REQUIRE ADVICE IN RELATION TO THESE PLEASE CONTACT YOUR LOCAL TRADING STANDARDS OFFICE OR A CONSUMER ADVICE SERVICE.
YOUR ATTENTION IS DRAWN TO THE LIMITATIONS AND EXCLUSIONS OF THE COMPANY'S LIABILITY IN SECTION 13.
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions the words and expressions defined in the Annexure and the rules of interpretation in the Annexure shall apply unless the context otherwise requires.
All Quotations are made and Confirmations accepted subject to the following Terms and Conditions and no addition to, or variation of, such Terms and Conditions shall be binding unless agreed to by the Company and the Client in writing. Any Confirmation provided by the Client shall constitute acceptance of such Terms and Conditions.
In the event of conflict between these Terms and Conditions, and any other terms and conditions (of the client or otherwise), these Terms and Conditions shall prevail unless expressly otherwise agreed by the Parties in writing.
BASIS OF SUPPLY OF SERVICES
The Company shall throughout the continuance of the Contract supply the Services to the Client in accordance with these Terms and Conditions and using reasonable care and skill.
THIRD PARTY ARRANGEMENTS
When an Event or any part of it is arranged on behalf of the Client by a third party, Confirmation from the Client (including agreement to pay the Deposit and final invoice) must be provided to the Company which clearly states that the Company shall not be responsible for the actions of any third party and any goods and/or services that the third party may provide and for the avoidance of doubt the Company shall have no liability in relation to such matters.
All images, drawings, descriptive matter, specifications, copy and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues, brochures or Quotations are issued or published for the sole purpose of giving an approximate idea of the goods or services described in them and are illustrative only and should not be relied upon unless expressly agreed otherwise in the Quotation.
All amounts payable by the Client under these Terms and Conditions exclude VAT unless stated otherwise.
Where applicable, the Client acknowledges and agrees that the Company shall charge a management fee tor the Services which is set out in the Quotation. Such management fee shall be in recognition of the planning required to stage the Event and all its constituent elements.
The Company shall by prior agreement, be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company tor the performance of the Services, and for the cost of any materials
Subject to Clause 7.4, the Client shall pay to the Company an initial deposit of 20% (or such other amount as the Company may prescribe in the Quotation) of the aggregated total Price payable (including VAT thereon), in cleared funds at the time of making a Confirmation. This deposit is non-returnable in the event of the cancellation of the Event, subject to clause 14.5, as the Company will be incurring expenses in making arrangements for the Event.
The Client shall pay to the Company a second deposit of 70% (or such other amount as the Company may prescribe in the Quotation) of the total Price payable including VAT thereon, in cleared funds and not less than 20 days prior to the Event. However where subcontractors require to be paid in advance, the Client agrees to make such payments as are necessary for the contractors to provide their services. This may necessitate a larger second deposit to be paid earlier than 20 days.
The balance of the Price shall be paid to the Company within 14 days of the date of each relevant invoice issued by the Company.
The Company reserves the right, at its sole discretion, to require the Price to be paid in full by the Client upon Confirmation, in which case Clauses 7.1 to 7.3 shall not apply, provided that the Company provides the relevant invoice.
If any instalment of the Price as set out in this clause 7 (Payment), or any other sums due pursuant to these Terms and Conditions is not paid in full by its due date, the Company reserves the right to take action including but not limited to:
- cancelling or suspending the provision of the Services; and/or
- terminating the Contract; and / or
- charging the Client interest (both before and after any judgment) on the outstanding amount at a rate of 4% per annum above the base rate of the Barclays Bank Plc from time to time, until payment is made in full; and the Client acknowledges and agrees that time for payment of sums pursuant to this Clause 7 is a fundamental condition of the Contract.
Any terms stated in the Quotation as Additional Costs, out of pocket expenses, disbursements or any Additional Services requested by the Client after the Confirmation has been provided by the Client must be confirmed by the Client in writing before they can be acted upon by the Company. Any such items will be invoiced by the Company to the Client and payment shall be due within 7 days of the date of the relevant invoice.
The Client shall reimburse the Company for all costs and expenses incurred by the Company in connection with the recovery of any money due to the Company from the Client under any Contract.
The Client shall pay all amounts due under these Terms and Conditions in full without any deduction or set-off except as required by law or agreed with the Company and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
ARRANGEMENTS RE FOOD & CLOAKROOM SERVICES (IF APPLICABLE)
The selection of those menus available on the date of the Event will be presented to the Client as part of the Quotation. When giving the Confirmation the Client shall specify which of the menu options they require.
lf the Client or any guests due to attend the Event have specific dietary requirements and/or food allergies the Company will use its reasonable endeavours to accommodate such requirements but only where the Company has been informed at time of Confirmation or at the tasting with their chosen caterer. If changes in dietary requirements are required the Client must inform the Company no later than 7 days prior to the Event otherwise it is likely that these changes may not be able to be accommodated.
The Company shall use its reasonable endeavours to ensure that the chosen caterer will supply the menu options chosen by the Client as listed in the Quotation. In the event that this is not possible the Company shall with the advice of the chosen caterer, select what it deems to be the most appropriate substitute menu option (which shall take into account any specific dietary requirements under clause 8.2) and submit those options to the Client for approval.
Where wine, champagne and alcoholic beverages are not supplied by the Company or its subcontracted caterers, the Company will charge corkage at the rate stated in the Quotation or as otherwise agreed in writing with the Client in respect of all alcoholic beverages consumed at Events.
Any alcoholic beverages that are requested by the Client that do not appear on sub-contracted caterer's in-house wine, champagne and spirits list will be charged per the quoted amount and not by consumption. Any unconsumed bottles may be collected by the Client to retain.
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 the chosen caterer to provide any services, including, but not limited to, catering services at the Event unless agreed in writing by the Client and the Company prior to the Event. If the Client chooses its own caterer then the Company shall have no liability or responsibility in respect of the acts or omissions of such caterer.
The Company shall exercise reasonable care in respect of all items Ieft with the cloakroom attendants supplied by the chosen caterer or venue where the Company is providing or arranging such services. The Company shall not be held liable for loss, theft or damage to any of the Client's or the Client's guests' property during the Event unless such loss, theft or damage is as a result of any wilful act or neglect of the Company or its employees or sub-contractors.
VARIATION AND AMENDMENTS
If the Client wishes to vary any details contained in the Quotation it must notify the Company in writing as soon as possible. The Company shall endeavour to make any required changes and any Additional Costs thereby incurred shall be invoiced to the Client.
Any changes in guest numbers made by the Client should be made in writing to the Company not less than 10 working days prior to the Event. Changes made by the Client with less than 10 working days' notice or such longer period required by any sub-contractor's terms of trade shall incur an additional cost as set out in the Quotation.
If due to circumstance beyond the Company's control, it has to make any change in the arrangements relating to the Quotation it shall notify the Client in writing as soon as is reasonably possible. The Company shall use its reasonable endeavours to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
The Company reserves the right to do the following providing that all such amendments shall be made in writing and notified to the Client as soon as is reasonably practicable:
- Amend any accidental error or omission in a Quotation; and/or
- Amend any Quotation in order to reflect a change in the circumstances beyond the reasonable control of the Company.
ASSIGNMENT AND SUB-CONTRACTING
The Company may at any time subcontract all or any of its rights and obligations under the Contract to any third party or agent. Where the Company sub-contracts the performance of any of its obligations under these Terms and Conditions to any person, the Company shall be responsible for the acts or omissions of the sub-contractor(s) as if it were an act or omission of the Company itself.
The Client shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
At any time not less than 7 days prior to the Event date, the Client may submit a written request to the Company for the provision of Additional Services.
The Company may at its sole discretion either accept or reject any request made pursuant to clause 11.1, and any acceptance shall be subject to the Client's acceptance of the Additional Costs arising from the provision of such Additional Services.
CANCELLATIONS AND TERMINATION
If an entire Event or a specified number of the Client's guests forming part of an Event are cancelled after Confirmation by the Client, the Client will be liable for any loss, costs (including but not limited to the costs of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation. Subject to the Company's obligation to take reasonable steps to mitigate its loss the Company may, at its option and depending on any of its sub-contractors' terms of business, charge the Client the following percentage of the Price attributable to each element as set out below.
Cancellation within 14 days of the Event - 50% of the Price
Cancellation within 96 hours of the Event - 100% of the Price
Or as stated in the Terms and Conditions of the chosen caterer
Cancellation within 14 days of the Event - 25% of the Price
Cancellation within 10 days of the Event - 100% of the Price
Cancellation within 14 days of the Event -100% of the Price, or subject to terms agreed with individual marquee suppliers
Cancellation within 7days of the Event - 50% of the Price.
Cancellation within 96 hours of the Event - 100% of the Price, or as stated within the Terms of the chosen staffing agency
Cancellation within 14 days of the Event - 50% of the Price
Cancellation within 7 days of the Event - 100% of the Price
Where flowers have been ordered and specifically grown for an event cancellation will be subject to theterms of the grower. These terms may be altered by a specific florist.
Cancellation within 1 calendar month of the Event - 50% of the Price
Cancellation within 14 days of the Event - 100% of the Price
Where decorations or set building requires the purchase or construction of specific items these cancellation terms will be varied.
Cancellation within 30 days of the Event - 100% of the Price or as specified by artistes.
Cancellation within 1 calendar month of the Event - 50% of the Price Cancellation within 7 days of the Event or once work has started on site (whichever is sooner) - 100% of the price or as specified by the subcontractor
Cancellation within 14 days of the Event -100% of the Price or subject to terms agreed with individual locations
Wines, Spirit: and Beers specially purchased:
Cancellation within 14 days of the Event - 100% of the Price, or as specified by the caterer
Where an Event is due to take place outside of the UK, the Company reserves the right at its reasonable discretion to amend this clause 12.1 upon giving written notice to the Client.
Any additional costs reasonably incurred by the Company in cancelling any arrangements connected with the Event shall be paid by the Client on demand.
The Company or the Client may terminate forthwith any Contract at any time if the other of them:
- is in material breach of any of its obligations in the Contract and for the avoidance of doubt, a breach of Clause 7 or Clause 12 shall be material and if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice requiring it to be remedied;
- has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;
- has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the insolvency Act 1986; or
- ceases or threatens to cease to carry on business.
In the event of termination under this clause 12, the Company shall retain any sums already paid to it by the Client without prejudice to any other rights it may have whether at law or otherwise. Where such cancellation or termination occurs due to reasons which are within the Company's reasonable control or where the Client has validly terminated the Contract under Clause 12.3 the Company shall refund to the Client any Deposit received.
Without limiting its other rights or remedies, the Company may terminate any agreement pursuant to these Terms and Conditions with immediate effect by giving written notice to the Client it the Client fails to pay any amount due under the Contract on the due date for payment.
The Client is strongly advised to take out its own insurance to cover the loss of Deposits paid by it and cancellation and other costs for which it may be liable under this Clause 12.
LIABILITY AND INDEMNITY
If the Company fails to comply with the Contract it is responsible for loss or damage suffered by the Client that is a foreseeable result of the Company's breach of the Contract but the Company is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of the Company's breach or if it was contemplated by the Company and the Client at the time the Contract was entered into.
The Company shall not be liable for any loss of profit, loss of business, business interruption, or loss of business opportunity.
The Company does not exclude or limit in any way its liability for:
- death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation;
- any other matter for which it would be unlawful for it to exclude or limit its liability.
The Company's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price.
The Company shall not be liable in respect of any Food or other goods or services supplied directly by the Client or any third party in relation to the Event.
If electrical generators or additional power supplies are required and if the Client does not agree to the Company providing an emergency supply (where this is available) the Company shall accept no responsibility for loss or damage howsoever caused as a result of any failure or interruption in the primary supply.
Except as set out it these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are by the fullest extent permitted by law, excluded from the Contract.
The Client shall indemnify the Company against all damages, costs, claims and expenses suffered by the Company arising from loss or damage to any equipment (including that of third parties) caused by the Client, its agents or employees; wherever possible the Company will use its reasonable endeavours to repair any damage to any equipment and will notify the Client the amount incurred for reimbursement by the Client.
Neither the Company nor the Client shall be liable for any failure or delay in performing their obligations where each failure or delay results from any cause that is beyond their reasonable control (a "Force Majeure Event"). Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of that Party.
The corresponding obligations of the other Party will be suspended to the same extent as those of the Party first affected by the Force Majeure Event.
Any party that is subject to a Force Majeure Event shall not be in breach of the Contract provided that:
- it promptly notifies the other Party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
- it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
- it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
If, as a result of a Force Majeure Event, an Event does not take place then the Contract relating to that Event will then terminate, but any unpaid Deposit(s) shall continue to be due to the Company, subject to clause 14.5.
Where the sum of all payments made by the Client in respect of the Event that has not taken place exceeds the sum of all expenses incurred or to be incurred by the Company in respect of the same plus the Company's design fee and a proportion of the management fee on a time spent basis up to the date of termination, then the difference between those sums shall be returned to the Client.
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company and may be used by the Company in relation to other events and clients without restriction.
All materials, equipment and documents provided by the Company are its exclusive property.
GENERAL LEGAL PROVISIONS
No waiver of any breach of the Contract shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any breach shall be effective only if given in writing.
No failure or delay on the part of any Party in exercising any right under the Contract shall operate as a waiver of it, not shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it of the exercise of any other right.
If a court or any other competent authority finds that any provision of these Terms and Conditions (or any part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall to the extent required, be deemed deleted and the validity and enforceability of the other provision of these Terms and Conditions shall not be affected.
If any invalid, unenforceable or illegal provision of these Terms and Conditions could be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Nothing in these Terms and Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind the other party in any way.
A person who is not a party to the Contract shall not have any rights under or in connection with it, whether under the Contracts (Rights of third Parties) Act 1999 or otherwise.
LAW, JURISDICTION AND DISPUTES
These Terms and Conditions shall be governed by the laws of England.
Any dispute between parties relating to these Terms and Conditions shall fall within the non-exclusive jurisdiction of the courts of England.
ANNEXURE - Definitions and Interpretation
Additional Costs means any additional costs attributable to the provision of Additional Services to the Client by the Company together with ancillary charges for delivery and collection of supplies irrespective of Event location, including but not limited to storage, corkage, and handling charges
Additional Services means any goods and/or Services the Company may agree to provide to the Client in accordance with clause 11 of these Terms and Conditions.
Client means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which enters into a Contract with the Company.
Company means Johnny Roxburgh Designs Limited registered in England and Wales under number 07254147 whose business address is 29 Battersea Church Road, London SW11 3LY, telephone no. +44 (0)7876 801004, website www.johnnyroxburghdesigns.co.uk and email address email@example.com.
Confirmation means the notification (whether in writing or oral) made by the Client that they wish the Event to proceed on the basis of the Quotation accompanied by a copy of these Terms and Conditions signed by the Client, at which point a contract is formed.
Contract means the contract in relation to the Event which will arise between the Company and the Client upon the Client providing the Confirmation and which incorporates these Terms and Conditions.
Deposit means the sum(s) stated to be payable by way of deposit by the Client under these Terms and Conditions and/or as stated in the Quotation.
Event means the event or events provided as part of the Services as set out in the Confirmation.
Food means the food and drinks (including any test lunch listed in the Quotation) prepared and/or supplied by the Company to the Client as part of the Services.
Intellectual Property Rights means all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights.
Party means the Company and / or the Client.
Price means all sums charged or chargeable for the Services under the Contract, including any Additional Costs.
Quotation means any written quotation or series of linked quotations submitted by the Company to the Client. Quotations are valid for 3 months from date of issue unless agreed otherwise by the Company.
Services means an Event management service, Additional Services and any other goods and/or services provided by the Company to the Client pursuant to the Contract.
Terms and Conditions means these terms and conditions as amended from time to time.
working days means Monday to Friday (inclusive) but excluding public and bank holidays in England.
writing (or any similar expression) includes email or fax.
References to a statute or a provision of a statute is a reference to that statute or provision as amended or re- enacted at the relevant time. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions. Words indicating the singular shall include the plural and vice versa. References to any gender shall include the other genders.