Definitions and Interpretation
1.1. In this Agreement the following words are defined as follows:-
Proposal the terms of this Agreement and the proposal as set out Schedule 1 of this Agreement;
Booking the written confirmation of acceptance of the terms of Proposal and this Agreement by the parties
Event the event or party detailed on the Agreement, for which the Goods and Services are provided;
Goods the goods detailed on the Agreement or an attached page;
Price the price of the Goods and Services payable by the Client in accordance with clause 4.3;
Services the services detailed on the Agreement or an attached page;
Venue the venue detailed on the Agreement, at which the Event shall be staged.
1.2. These terms as set out in this Agreement and any schedules attached hereto constitute the entire agreement between the parties and supercede any previous arrangements and agreements relating to the Event.
1.3. Any waiver, substitution, modification or addition to the terms of this Agreement must be expressly agreed in writing by the Company.
2.0 Acceptance, Variation and Cancellation
2.1. The Client must place an order in writing. The Company accepts no responsibility for any misunderstanding arising through orders or instructions placed verbally.
2.2. The Client accepts that once the Agreement has been signed and accepted the Agreement can only be varied at the Company’s discretion. The Client acknowledges that any variation may lead to an increase in the Price.
2.3 If the Client chooses to cancel the Event the Client shall be liable to reimburse the Company for any reasonable expenditure incurred wholly in connection with the provision of the Services and management of the Event up to the date of cancellation that the Company cannot recover.
3.0 Substituted Goods and Services
3.1. If the Company is unable to provide the Goods and Services to the Client for an Event (e.g. certain food listed on the menu is unavailable) it may substitute equivalent or similar goods and services upon notice to or confirmation from the Client. If no equivalent or similar Goods and/or Services are available that the Client is willing to accept, then the Client may choose to cancel the Event and the Company shall return any fees paid in accordance with clause 4.1 less any expenditure incurred wholly in connection with the provision of the Services and management of the Event, up to the date of cancellation, which the Company cannot recover.
3.2. Subject to the Client’s approval the Company shall be entitled to vary the Price if the cost to the Company of such substituted goods or services is 5% more or less than the Price.
4.0 Price and Payment
4.1. The Client shall pay each valid, undisputed invoice prior to the event. The Event shall be invoiced as follows :
100% of the costs as outlined in the budget attached prior to the event.
Peachy Productions LTD cannot confirm or contract any of the suppliers for this event without full payment. Contract within suppliers within a month of the event going live means that the client is liable for full financial commitment and cancellation.
4.2 Fees paid by the Client in accordance with clause 4.1 may be retained by the Company where the Client is in breach under the provisions of clause 7.2.1. Fees paid by the Client in accordance with clause 4.1 (less any expenditure incurred wholly in connection with the provision of the Services by the Company) shall be returned to the Client in the circumstances set out in clauses 3.1, 7.1 and where the Company is in breach under clause 7.2.
4.3 The Price is detailed in the Proposal (and includes, where appropriate, any charges in respect of staff at the Event in accordance with clause 8) and is quoted exclusive of VAT and any other duties or taxes which may be in force from time to time and is payable in accordance with clause 4.1 within 30 days of the date of receipt of the invoice submitted to the Client by the Company. It is the Company’s standard procedure to issue this invoice within 7 days of the Event.
4.4. The Client must raise any queries relating to the invoice in writing within 7 days of the date of the invoice.
4.5. Notwithstanding the statutory rights of the Company under the Late Payment of Commercial Debts (Interest) Act 1998 and any subsequent related regulations the Company reserves the right to charge interest if the Client does not pay the full Price within the time specified. Interest will be charged on a daily basis (before and after judgement) until payment at 4% over the base rate of Lloyds TSB plc from time to time.
5.1 Any cancellation of this event from the time of signing of this contract to event going live must be made in writing.
5.2 In respect of cancellation from the time of signing contract , Peachy Productions Ltd. shall be entitled to retain all costs incurred in performance of the Services, including in satisfaction of its obligations to subcontractors and loss of profit as a result of such cancellation.
6.0 Delivery and Removal of the Goods
6.1. The Company shall deliver the Goods to the Venue and/or perform the Services at the Venue on the date specified in the Proposal.
7.1. Where the Goods and Services include the provision of catering facilities, including food, drink, cutlery, crockery, glassware or waitress service, the Client must notify the Company of the estimated number of guests attending the Event at the time of placing the Booking. The Client must then confirm the number of guests attending the Event at least 10 days before the date of the Event.
7.2. If the Client fails to confirm in time or wrongly confirms in accordance with clause 6.1, then the Company shall not be liable for any shortfall or excess in the supply of the catering facilities. The Client shall be liable to pay any additional costs incurred as a result of any such excess or shortfall.
8.0 Force Majeure and Termination
8.1. If events beyond the Company’s reasonable control including, but not limited to, wars, fires, floods, strikes (excluding those of its own employees), lockouts, sickness, accidents, unavailability from normal sources or routes of supply or governmental action prevent the Company from performing its obligations on time then the Company shall notify the Client accordingly and if both parties cannot agree on a suitable alternative then the Company shall be relieved from performing its obligations under the Agreement and the Agreement shall be treated as terminated. In such circumstances the Company will refund any fees paid by the Client in accordance with clause 4.1 less any expenditure incurred wholly in connection with the provision of the Services and management of the Event, up to the date of cancellation, which the Company cannot recover. The Company will use best endeavours to mitigate or recover expenditure or loss to the Client. All costs charged to the client will be purchase/hire cost only and not include profits to the Company.
8.2. Either party may terminate the Agreement immediately by giving the other written notice if:-
8.2.1. The other party is in material breach of the Agreement and, where capable of remedy, has not cured the breach within 14 days of receipt of a notice specifying the breach and requiring it to be remedied; or
8.2.2. A liquidator, administrative receiver, administrator or administrative receiver is appointed in respect of the whole or a material part of the assets and/or undertaking of the other party, or it enters into an arrangement with its creditors, or ceases to trade, or becomes unable to pay its debts or any similar or analogous situation arises.
9.0 Limitation of Liability
9.1. The parties will not seek to limit or exclude their liability for death or personal injury, fraudulent misrepresentation, wilful misconduct or property damage resulting from their negligence however in no circumstances will either party be liable for any loss of profit suffered by the other party which flows as a natural, direct and/or obvious consequence from the other party’s breach of the Agreement or any indirect, consequential or incidental injury, loss (including, but not limited to, loss of profit), damage, cost or expense of any kind whatever, even if the other party knew or had been advised of their possibility.
9.2. Subject to clause 8.7 the Client’s total liability is limited to an amount equivalent to the Price.
9.3. in every other circumstance whether in contract, tort (including negligence), misrepresentation (unless fraudulent), strict liability or other liability, including liability for the acts or defaults of its employees, agents or sub-contractors the Company’s maximum liability to the Client shall not exceed the amount already paid by the Client to the Company .
9.4. Further to clause 8.3 the Company accepts no liability whatsoever relating to any loss or damage suffered as a result of the failure, inadequacy or interruption of any primary or temporary power supply or for any loss or damage to guests’ property unless they have a valid coat check ticket issued by the Company. This excludes any damage/loss caused by the Clients guests.
9.5. The Company shall use best endeavours to ensure that the Venue is clean and tidy after the Event.
9.6. The Company shall effect and maintain suitable insurance with a reputable insurance company to cover the Company against any liabilities which may arise out of or in connection with the performance of its obligations under the Agreement.
9.7. Subject to clause 8.1, the parties shall indemnify each other against any losses, claims, demands, and expenses incurred by virtue of damage caused by the other party to the Venue or any property within the Venue during or in connection with the Event. The parties shall in good faith enter into discussions in order to assess which party shall be held responsible for such loss or damage and shall (in the absence of compelling evidence to the contrary) be guided by the following presumptions: (i) the Company shall be liable for any damage caused before the arrival of any of the Client’s guests at the Event, after the departure of all of the Client’s guests after the Event, and to any areas of the Venue to which the Company has exclusive access during the Event; (ii) the Client shall be responsible for damage to the areas to which it has access during the Event; (iii) where the party responsible for causing any damage is legitimately in dispute, the parties shall share the cost of repairing the disputed damage or replacing the dispute losses.
Neither party may assign any rights or liabilities under this Agreement without the prior written consent of the other party.
11.0 Third Party Rights
Nothing in the Agreement is intended to infer on any third party any benefit or the right to enforce any term of this Agreement.
If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected.
Nothing in the Agreement shall create, or be deemed to create, a partnership or a relationship of employer and employee or agent and principal between the parties.
14.0 Law and Jurisdiction
This Agreement shall be governed by the law of England and Wales. Any dispute arising in connection with the terms of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
Due to the nature of the Venue and the contractual obligations placed upon the Company by the owners of the Venue before during and after the Event and in consideration for the Company arranging for the Event to be held at the Venue the Client hereby agrees to take full responsibility for the behaviour of its guests and for any failure of its guests to comply with any regulations relating to the Venue or the holding of the Event (including, but not limited to, health and safety, security, prohibited activities, parking restrictions) which are notified to the Client by the Company prior to the Event.