THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF clause 9 (LIMITATION OF LIABILITY).
- Interpretation The following definitions and rules of interpretation apply in the Contract. 1.1 Definitions: 1 Booking Request: the Customer's reservation for the Services. 2 Booking Confirmation: has the meaning given in clause 2.2. 3 Booking Number: the reference number (if any) to be applied to a Booking Confirmation by the Supplier in accordance with clause 2.3(a). 4 Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 7. 5 Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7. 6 Consumables: the consumables to be produced by the Supplier for the Customer set out in the Booking Confirmation. 7 Contract: the contract between the Supplier and the Customer for the supply of the Services comprising these Conditions and the Booking Confirmation. 8 Customer: the person or firm who purchases Services from the Supplier. 9 Customer Default: has the meaning given in clause 5.2. 10 Data Protection Laws: all applicable legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including (i) the Data Protection Act 2018, (ii) the UK GDPR, and (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party. 11 Deposit: the deposit to secure the booking as set out in clause 3. 12 Event: the event or function for which the Customer requires the Services, as specified in the Booking Confirmation. 13 Event Date: the date and time of the Event set out in the Booking Confirmation. 14 Force Majeure Event: has the meaning given in clause 12.1(a). 15 Services: the supply of catering services, including the Consumables, to be provided by the Supplier at the Venue as set out in the Booking Confirmation. 16 Supplier: RNLI College Limited registered in England and Wales with company number 07705470 whose registered office is at the RNLI College, West Quay Road, Poole, Dorset, BH15 1HZ. 17 Supplier Personnel: the individuals engaged by the Supplier to provide the Services at the Venue on the Event Date. 18 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. 19 Venue: the property, at which the Services are to be provided, as specified in the Booking Confirmation. 1.2 Interpretation: (a) Unless expressly provided otherwise in the Contract, a reference to legislation or a legislative provision: (i) is a reference to it as it is in force as at the date of the Contract; and (ii)shall include all subordinate legislation made from time to time under that legislation or legislative provision. (b) A reference to a person includes an individual, corporate or unincorporated body and any other entity (whether or not having separate legal personality). (c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. (d) If there is any inconsistency between the Conditions and the Booking Confirmation, the provisions of the Booking Confirmation shall prevail. (e) A reference to writing or written includes email.
- Basis of contract 2.1 The Booking Request constitutes an offer by the Customer to purchase the Services in accordance with these Conditions. 2.2 The Booking Request shall only be deemed to be accepted when the Supplier accepts the Booking (Booking Confirmation). The Contract shall come into effect at the time of the Booking Confirmation. 2.3 The Booking Confirmation shall set out details of the Event and the Services, including: (a) a Booking Number; (b) the Event Date; (c) the estimated number of guests; (d) details of any special dietary requirements; It is the Customer's responsibility to check that the details in the Booking Confirmation reflect the Customer's wishes and to notify the Supplier within 24 hours if this is not the case. Any such notification shall take effect as a notice of cancellation of the Contract with immediate effect. 2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures or on its website, 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 the Contract or have any contractual force. 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate. To the maximum extent permitted by law, no terms are implied into the Contract by law, trade custom, practice or course of dealing. 2.6 Any quotation given by the Supplier shall not constitute an offer to enter into a contractual arrangement that is capable of being accepted.
- Supply of Services The Supplier shall provide the Services at the Venue on the Event Date; 3.2 In supplying the Services, the Supplier shall: (a) perform the Services with reasonable care and skill; and (b) comply with all applicable laws, statutes, regulations and codes from time to time in force concerning the preparation, cooking, handling and service of food and drink;
- Customer's obligations 4.1 The Customer shall, at its cost: (a) ensure that the terms of the Booking Confirmation are complete and accurate; (b) provide the Supplier with such information and assistance as the Supplier may reasonably require to supply the Services, and ensure that that information is and remains complete and accurate in all material respects; 4.2 Save with the agreement in writing of the Supplier before the Event Date, the Customer shall not itself provide or engage any person organisation or firm other than the Supplier to provide catering services at the Venue on the Event Date. 4.3 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any failure by the Customer to perform any of its obligations (Customer Default), then, without limiting or affecting any other right or remedy available to the Supplier: (a) the Supplier may suspend performance, and rely on the Customer Default to relieve it from the performance, of the affected obligations until the Customer remedies the Customer Default; (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure to perform or delay in performing the Services; and (c) the Customer shall reimburse the Supplier on written demand for any [reasonable, unavoidable] costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
- Guest numbers, menu items and dietary information 5.1 The Customer shall notify the Supplier at the time of the Booking of details of special dietary requirements required. The Supplier shall use reasonable endeavours to adapt the menu to cater for any changes to special dietary requirements but without any obligation to do so unless expressly agreed at the time of the Booking. 5.2 The Customer shall confirm in writing the final guest numbers for the Event no fewer than 3 Business Days before the Event Date and shall confirm all other relevant details including special dietary requirements. The final guest numbers shall not be more than than the estimated guest numbers in the Booking Confirmation without the Supplier's prior written consent.
- Charges and payment 6.1 The Customer shall pay the Charges in accordance with this clause 7. 6.2 The Charges shall be calculated in accordance with the Supplier's current price list at the date of the Booking Confirmation as displayed on its website or provided to the Customer. 6.3 The Charges set out in the Booking Confirmation are an estimate only based on the estimated number of guests and their dietary requirements. The final Charges will be based on whichever is the greater of: (a) the number of guests and their dietary requirements confirmed by the Customer in accordance with clause 6.4; (b) the number of guests actually attending the Event and their dietary requirements; or (c) the estimated number of guests and their dietary requirements set out in the Booking Confirmation. (d) the Deposit in accordance with clause 3; 6.4 The Customer shall pay for the Services at the time of conclusion of the Booking. 6.5 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Data protection 7.1 Each party shall comply, and provide reasonable assistance to the other party to comply, with Data Protection Laws in connection with the performance of the Contract.
- Limitation of liability THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE. 8.1 References to liability in this clause 9 include every kind of liability arising in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, deliberate fault or otherwise. 8.2 Nothing in the Contract limits: (a) the Customer's liability for payment of Charges properly due and owing to the Supplier; or (b) any liability which cannot legally be limited, including liability for: (i)death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 8.3 Subject to clause 9.2, the Supplier's total liability to the Customer shall not exceed the Charges paid or payable under the Contract. 8.4 Subject to clause 9.2, the Customer's total liability to the Supplier for: (a) loss of or damage to the Supplier's equipment, tableware or Supplier Materials that is caused by the Customer's; and (b) all other loss or damage.
- Cancellation 9.1 The Customer may cancel the Contract by notice to the Supplier at any time. 9.2 We may require a debit or credit card number to secure your reservation. If requested, you must provide valid debit or credit card information which we will store securely and in the case of the cancellation policy terms not being met, will charge to your card the late cancellation fee per booked guest. Your card will not be charged unless the cancellation policy is broken. 9.3 If you are unable to honour your reservation, we request you cancel your booking 24 hours in advance of the booked date. You can cancel your reservation by calling us directly. Failure to do so will result in the agreed fee of £10.00 per person being debited from the credit card you provided in the booking process. 9.4 We reserve the right to cancel at any time for commercial or operational reasons without any liability on our part other then the refund of any payment made by you. 9.5 The Customer acknowledges that the Supplier needs to purchase the Consumables (or ingredients for their preparation) and to hire equipment and labour in advance of the Event and that it may be unable to recoup these costs if the Customer cancels the Event. If the Customer cancels the Contract under clause 10.3 (other than for a Force Majeure Event[, or in accordance with clause 10.5 or in accordance with clause 2.3 because the Booking Confirmation does not reflect the Customer's wishes), the Supplier reserves the right to charge a cancellation fee. If the Supplier, using its reasonable endeavours, is able to mitigate its losses as a result of the cancellation, it shall make an appropriate deduction or credit to the cancellation fee. The cancellation fee shall be: Cancellation before the Event Date Cancellation fee 12. Survival 12.1 On completion or cancellation of the Contract for whatever reason: (a) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after completion or cancellation shall remain in full force and effect; and (b) completion or cancellation of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of completion or cancellation, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of completion or cancellation. General 11.1 Force majeure. (a) Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (Force Majeure Event). (b) In the event of a Force Majeure Event, either party shall be entitled to cancel the Contract by immediate written notice to the other party. If the Contract is cancelled, the Supplier shall be entitled to charge the Customer for reasonable preparation and administration costs incurred by the Supplier and any third party costs or expenses paid or committed to by the Supplier for the Event (together, the Supplier Costs) less any Charges paid by the Customer at the date of cancellation (Customer Payments). If Customer Payments excluding the Deposit exceed Supplier Costs, the Supplier shall reimburse the difference to the Customer. 13.2 Assignment and other dealings. (a) Subject to clause 12.2(b) and clause 12.3 neither party shall assign, novate or transfer any or all of its rights and obligations under the Contract without the prior written consent of the other party [(such consent not to be unreasonably withheld or delayed)]. (b) The Supplier may, on written notice to the Customer, assign, novate or transfer any or all of its rights and obligations under the Contract to a member of the Supplier Group or to any person to which it transfers its business or that part of its business to which the Contract relates. Supplier Group means the Supplier, any subsidiary or holding company of the Supplier, and any subsidiary of that holding company from time to time. 13.3 Subcontracting. The Supplier may subcontract any of its obligations under the Contract without the prior written consent of the Customer. The Supplier shall be responsible for all acts and omissions of its subcontractors as if they were its own acts or omissions. 13.4 Confidentiality. (a) Each party undertakes that it shall not at any time OR at any time during the Contract, and for a period of two years from completion or cancellation of the Contract,] disclose to any person any confidential information (whether disclosed or made available to it in writing, orally or by any other means) concerning the business, assets, affairs, pricing, customers, suppliers, plans, products or know-how of the other party, except as permitted by clause 12.4(b). (b) Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of carrying out the party's obligations under the Contract (Representatives). Each party shall ensure that its Representatives to whom the other party's confidential information is made available in connection with the Contract are informed of its confidential nature and comply with this clause 12.4; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under the Contract. 13.5 Entire agreement. (a) The Contract constitutes the entire agreement between the parties. (b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract. 13.6 Announcements. (a) The Supplier may use the Customer's name and logo for the purposes of promoting its work and its business including on the Supplier's website and in credentials pitches. (b) Subject to clause 12.6(a), neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, or the relationship between the parties, without the prior written consent of the other party [(such consent not to be unreasonably withheld or delayed)], except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction. 13.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 13.8 Waiver. (a) A waiver of any right or remedy is only effective if given in writing [and shall not be deemed a waiver of any subsequent right or remedy]. (b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 13.9 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. 13.10 Third party rights. (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person] 13.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 13.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.