CATERSAFE CONSULTANTS LTD – TERMS AND CONDITIONS OF BUSINESS
CaterSafe Consultants is a limited company registered in England and Wales. Company Registration number is: 7531208. Our Registered Office is:
Unit A3 Spectrum Business Centre, Anthony’s Way, Medway City Estate, Rochester, Kent, ME2 4NP.
Our postal address is: Suite 5b Caxton House, Wellesley Road, Ashford, Kent, TN24 8ET
Our email address is firstname.lastname@example.org
You are the client who buys any of our services and associated products from us. We reserve the right to vary these terms and conditions without notice but the terms and which apply to your purchase are those which were current at the date of your Proposal.
1 OUR DEFINITIONS
(1) “Agreed Extras” means any Services and/or Products which do not form part of a Proposal.
(2) “Agreement” means the agreement between you and us for the provision of Services, incorporating these Terms and Conditions of business, any individual Proposal and any special terms we have agreed in writing.
(3) “Consumer” has the same meaning ascribed in regulation 4 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, as amended.
(4) “Completion Date” means the date we deem that the Services which form part of an individual Proposal have been delivered by us.
(5) “Digital Content”, means “data which are produced and supplied in digital form” and includes any videos and e-books
(6) “Expenses” means the amounts incurred by us for accommodation, refreshments for participants and other agreed amounts as detailed within the applicable Proposal and which wholly relate to the Proposal for which they are being claimed.
(7) “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, invention, know-how, confidential information or process including, but not limited to, management process, technical, creative or artistic concept and/or design, right to extract or exploit information from a list of contact details or a database, any contact or database rights and any application for any of the above, and any other intellectual property right recognised in any part of the world, whether or not presently existing or applied for, which is held by the owning party
(8) “Products” or “Associated Products” means the products/materials which are detailed in the Proposal and may also include Digital Content. It may also refer to products such as training materials which are provided to you as part of any Services.
(9) “Proposal” means the document describing the Services to be provided by us. This may be in the form of an email to you.
(10) “Services” means the agreed professional Services to be supplied by us to you, as outlined in each Proposal, together with any associated products.
(11) “Website” means the website and all content at www.catersafeconsultants.co.uk
(12) Unless the context requires otherwise, reference to the singular includes the plural and reference to the masculine includes the feminine and vice versa.
(13) We use headings for convenience only and these are not intended to affect the interpretation of these terms and conditions.
2 ABOUT OUR SERVICES AND PRODUCTS
(1)(a) Our Services are applicable to businesses and we do not accept orders from consumers. You therefore agree that you are a business organisation and any legislation which is only applicable to Consumers will not apply to our Agreement with you.
(b) These terms and conditions relate to our supply of Services to you. Please be aware that anything you purchase from our Website is subject to the terms and conditions and various policies as detailed on the Website at the time you make your purchase.
(2)(a) Where an individual enters into an agreement on behalf of an organisation, that organisation confirms that it will be bound by such agreement.
(b) You are always responsible if you ask anyone to liaise, communicate or work with us (for example to supply us with information) for you or on your behalf.
(3)(a) Any Services we provide to you will be reliant on data, information and anything provided by you, so you are responsible for ensuring that anything you provide is valid, accurate, correct and up-to-date and complies with your obligations under our Agreement.
(b) You agree and understand that, although we do our best to help you achieve your objectives, we make no warranty or endorsement and do not guarantee any results. It is your responsibility to ensure that the Services meet your specific needs.
(c) Except as we have expressly stated in writing or any statutory warranties which apply by law, we offer no other express or implied warranties. Accordingly, you agree and understand that we are not responsible for any action you take or fail to take as a result of our Services, nor for any reliance you may place upon them, nor any consequences whatsoever during or as a result of our Services or failure to supply. This means that we will not be responsible for any damages or losses incurred because you rely on Services or you fail to follow guidance or to take appropriate action, precautions and care. Please also see clause 10 following.
(d) Where appropriate or where you feel necessary, please take relevant independent professional advice before using our Services.
(4) Licence and Intellectual Property Rights – Unless we agree otherwise in writing
(a) We retain all the Intellectual Property Rights in anything we supply to you or it remains vested in third parties from whom we have a licence.
(b) Upon cleared payment we grant you a world-wide, royalty-free, non-exclusive licence to use anything we supply to you for the purposes we supplied them.
(5) We both agree to keep any confidential information obtained from each other or about each other during the provision of the Services and, other than to provide the Services, will not disclose it to any third party, unless we both agree or as required by law or Court Order.
(6) DATA PROTECTION
3 THE SERVICES
(1) Details of the Services, which we agree to supply are contained in your Proposal. We can supply Agreed Extras (such as additional services) for additional costs which we agree in advance.
(2) Quotations are valid for a period of 14 days before acceptance
(3) Whilst services are supplied from our own premises we may agree to provide Services at any agreed venue or venues to suit you, specified within the Proposal. If you wish to cancel or make any changes to any venue then you will be responsible for all of the costs associated with such cancellation and/or change.
4 PRICE AND PAYMENT
(1)(a) The price for the relevant Services, includes any relevant VAT and are as shown on the Proposal. You will receive an invoice for any subsequent Agreed Extras.
(b)(i) Any agreed expenses will be shown in the relevant Proposal and, unless otherwise agreed, will be invoiced within 7 days of the date the expense is incurred. Where the amount of expenses has not been fixed / agreed, you will be charged at the rate which they cost us.
(ii) Where you cancel or reschedule our Services you are responsible for all associated expenses incurred. Please also see clause 9 following.
(2) Unless specified otherwise on your Proposal or Invoice, payment
(a) Of any deposits paid are non-refundable
(b) Is due in advance before any Services are supplied
(c) Is due within 30 days of the date of our invoice
(d) Must be made in GBP by bank transfer using the details provided on the relevant invoice.
(3) Where payment or any part payment (such as one instalment of monthly instalments) due to us is overdue (such as if there are problems with the payment method or payment does not clear or is not made on time), then we reserve the right to
(a) Immediately cease or suspend the provision of any Services until we receive full cleared payment. No rights will pass to you until such time as we have received full cleared payment for all sums outstanding to us.
(b) Charge interest at the rate of 10% per annum from the date of invoice to the actual date of cleared payment of the outstanding amount, together with any statutory late payment penalty available. We may also recover reasonable costs including, but not limited to, legal costs and expenses incurred in obtaining payment.
5 YOUR OBLIGATIONS
(1)(a) You agree to co-operate with us and to provide anything we need to supply you with your purchase from us within 7 days of our request to you. If you fail to co-operate, we reserve the right to terminate our agreement and prepare a final invoice for all Services agreed in the relevant Proposal.
(b) It is your responsibility to retain, as applicable, up to date copies and/or back-ups of anything which you provide to us.
(c) You must obtain all and any permissions, consents and anything similar required prior to the supply of the Services and, unless specified in the relevant Proposal, you are responsible for any associated costs.
(2)(a) You also understand that you are responsible for anything you provide to us (including any data, documentation and information) and agree that you are able to provide this to us and it will be complete, true, accurate and valid, will not breach any rights of any third party, whatsoever in nature (including, but not limited to, copyright or other intellectual property rights) and is not contrary to any law and you will neither omit nor withhold any data, information or documentation required nor change any data, information or documentation that would cause it to be, or appear to be, false or inaccurate and will ensure it is virus-free.
(b) You agree to grant us a non-exclusive, worldwide and royalty-free sub-licensable licence for the whole of any agreement between us, if applicable, to access, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, copy, create derivative works from, distribute, perform, display and otherwise use anything which you provide to us as necessary solely for the purposes of operating and providing our Services to you.
(3) You agree to use anything we supply to you responsibly, for the purposes it was supplied and comply with all applicable legislation and in accordance with our Agreement with you.
(4) You agree that, both during our Agreement and for a period of 12 months from the date that of our Agreement with you will not, directly or indirectly engage (including, but not limited to, employ or use the services of in any capacity whatsoever whether under a formal agreement or not and for any period of time) any of our employees or anyone who has provided Services to you on our behalf.
6 OUR OBLIGATIONS
(1) Services are performed to the best of our ability, with reasonable skill and care and to a reasonable standard in accordance with relevant recognised standards and codes of practice.
(2) Unless specifically agreed otherwise in writing, time is not of the essence and timelines and limits provided are estimates only.
(3) We reserve the right to
(a) Suspend our Services when necessary, but restoring them as soon as we deem reasonably practicable
(b) Use the services of any other persons and/or organisations with suitable skills and experience and use alternative venues as may be necessary.
(4) We make no warranty and cannot guarantee that the Services will be, as applicable, uninterrupted, secure, free from any errors, virus and/or other code that has contaminating or destructive properties or that any data generated, stored, transmitted or used via or in connection with anything which we provide will be complete, accurate, secure, up to date, received or delivered correctly or at all.
(5) Any data, information or documentation we have agreed to provide will be in the format that we, in our sole and absolute discretion, deem appropriate.
(6) We reserve the right to include a reference to having provided Services to you (but not the exact nature of those Services) as part of any promotion and marketing of our business.
7 CLIENT SERVICES – COMPLAINTS, HELP AND QUERIES
(1)(a) We want you to be satisfied with our Services. Therefore, if you need any help or have any queries or complaints (including problems with faulty Associated Products), or would like to suggest any improvements, please contact us using the contact information provided in the Proposal.
(b) We aim to respond to any communication from you within 14 days of receipt. If we think that it will take longer to deal with your issues, we will try to keep you informed.
(2) We are NOT bound by a professional approved code of practice, code of conduct or alternative dispute resolution.
(3)(a) Please note that if you receive any faulty or damaged product you should contact us within 7 days of receipt or of finding the fault, whichever is soonest, so that we can assist you. We will then arrange for you to return the product to us.
(b) Once we have checked/tested the product to establish the fault then we will either offer you a repair, replacement (if we are able to do this) or refund.
(4)(a) All complaints must be in writing to us. You must provide full details of your complaint allowing us at least 30 days so that we can try to resolve it and
(b) You are not entitled to withhold any payment, or part thereof, from us. Any complaints will be dealt with in accordance with this clause.
(5) If your complaint is about a faulty or damaged product or a problem with a digital download, please see clause 9.
(6) If your complaint is our services, please email us giving us full details of your complaint.
(7) If you want to cancel your order, exercising your consumer rights, please see Clause 9.
(8) If your complaint is about our website or anything on it, please see our Website Use Terms and Conditions as displayed on the website.
(9)(a) We both agree to work together in good faith to attempt to settle any complaint or dispute. We both agree that if this is not possible we will consider settling the matter by Mediation or Arbitration before issuing Court proceedings.
8 CANCELLING AND TERMINATION
(1) This clause relates to cancelling meetings and ending our Agreement however if you have a complaint please see clause 8 above.
(2) Cancelling meetings
This clause relates to cancelling face-to-face meetings with us. Unless we have agreed otherwise with you in writing, you can cancel as follows
(a) If you cancel at least 30 days before the agreed date – we will refund you the price you paid excluding a £25 administration fee and excluding all of the costs associated with cancellation and of venue, as detailed in clause 3(3)
(b) If you cancel less than 30 days but at least 14 days before the agreed date – we will refund you 75% of the price you paid excluding a £25 administration fee and excluding all of the costs associated with cancellation and of venue, as detailed in clause 3(3)
(c) If you cancel less than 14 days but at least 7 days before the agreed date – we will refund you 50% of the price you paid excluding a £25 administration fee and excluding all of the costs associated with cancellation and of venue, as detailed in clause 3(3)
(d) If you cancel less than 7 days before the agreed date we will be unable to refund any monies to you.
(3) The amounts due on cancellation, as detailed above, will be deducted from any amounts you have already paid for Services and will be repaid to you, using the same method that you used to pay us, within 30 days of the date of your cancellation. However, where you have not yet made payment then you remain responsible for payment of the amounts due on cancellation which must be paid within 14 days of the date of your cancellation.
(4) Cancelling our Services
Other than cancelling meetings and courses (see clauses 9(1) and 9(2) above) either of us can terminate our Agreement (as regards to some or all of the Services) at any time, for any reason, by giving to the other 30 days written notice. However, where you terminate the agreement:
(a) Any payment which is due for Services supplied up to the date of termination remains payable.
(b) Any payment already made for deposit, pre-paid fees or Services supplied up to the date of termination is non-refundable.
(c) You remain responsible for the payment of any fees and non-refundable expenses or third party costs agreed if they have not already been paid for.
(d) Where we have agreed a minimum duration for the supply of Services you cannot terminate our agreement until that minimum duration has expired. This means, for example, that an agreement which has a minimum duration of 12 months cannot be cancelled until after the end of the 12 months. You can terminate a minimum duration agreement by giving us 30 days written notice but you will still be liable to make payment until the minimum duration has expired.
(5) Any agreement will automatically terminate if either of us, as applicable; passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; ceases to carry on its business or substantially the whole of its business; is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
9 OUR LIABILITY AND LIMITATION AND YOUR INDEMNITY
(1) Nothing in our Agreement with you excludes or limits our liability for death or personal injury resulting from our negligence or that of our employees or agents.
(2) We will never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by you or any third party howsoever caused, including as a result of any negligence, breach of contract, misrepresentation or otherwise.
(3) Your remedies are limited to damages which will not exceed the greater of £20 or the price of the Services and Associated Products you purchased and which are the subject of your complaint.
(4) You undertake to indemnify and keep us fully indemnified at all times from and against any actions, proceedings, claims, demands, costs (to include, without prejudicing the generality of this clause, legal costs), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by you of any of your obligations, undertakings or warranties as set out within our Terms and Conditions, policies, Proposal or as otherwise agreed with you.
10 CONTACTING US
(1)(a) If you need to write to us or provide us with any formal notice then you can use the email and/or postal addresses provided in the Proposal.
(b) We will write to you using the email and/or postal addresses you provided in the Proposal (c) Written communication, including formal notices, will be deemed to be received when
(i) sent by email – on the working day on which they were sent provided the sender has a valid successful delivery receipt OR
(ii) sent by post by any tracked service, on the date that the relevant postal service obtains a record of receipt from or on behalf of the addressee
(2) Any requests for help, queries or complaints will be dealt with in accordance with clause 8.
(a) Any agreement between us can be executed in any number of counterparts, and on separate counterparts, each of which shall be deemed an original, but the agreement shall not be effective until each of us have executed at least one counterpart.
(b) The counterparts of our agreement, any Proposal and all and any Ancillary Documents may be executed by electronic signature and delivery by electronic means by one of us to the other and the receiving party may rely on the receipt of such document so executed and delivered as if the original had been received.
(1) Assignment – You specifically agree that you cannot transfer, sell or share any rights in any way and nobody else can benefit but you without our express written consent.
(2) Third party rights – Nothing in our Agreement is intended to give any benefit to any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any Agreement with us.
(3) You agree that nothing in our Agreement will be deemed to create any partnership, joint venture or agency relationship between us.
(4) Force Majeure – We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control including, but not limited to, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply and we are entitled to a reasonable extension of our obligations.
(5) Waiver – Nothing in our Agreement and no express or implied waiver by us in enforcing any of our rights shall prejudice our rights to do so in the future.
(6) Invalidity – Each clause or any part at all of our Agreement is to be regarded as independent of the others. This means that should any clause or any part at all of our Agreement be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of our Agreement.
(7) Governing Law and Jurisdiction – Our Terms and Conditions and policies, together with our Agreement with you, shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts. However, it is agreed between the parties that any disputes will be settled by either commercial mediation or Arbitration only.